**Exhibit
      10.28**


**SECURITIES
      PURCHASE AGREEMENT**




This
      Securities Purchase Agreement (this “ *Agreement* ”)
      is
      dated as of March 17, 2006, among XTL Biopharmaceuticals Ltd., a public
      company limited by shares organized under the laws of the State of Israel (the
      “ *Company* ”),
      and
      the purchasers identified on the signature pages hereto (each a “ *Purchaser* ”
and
      collectively the “ *Purchasers* ”);
      and




WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act (as defined below), and Rule 506
      promulgated thereunder, the Company desires to issue and sell to the Purchasers,
      and the Purchasers, severally and not jointly, desire to purchase from the
      Company (the “ *Offering* ”)
      in the
      aggregate, up to 46,000,000 Shares and Warrants (each as defined below) to
      purchase up to an additional 23,000,000 Ordinary Shares (as defined below)
      (the
“ *Maximum
      Offering Amount* ”).




NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and each Purchaser agrees as follows:




**ARTICLE
      I.**


**DEFINITIONS**




1.1  *Definitions.* In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms have the meanings indicated in this Section
      1.1:




“ *Affiliate* ”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as such
      terms are used in and construed under Rule 144. With respect to a
      Purchaser, any investment fund or managed account that is managed on a
      discretionary basis by the same investment manager as such Purchaser will be
      deemed to be an Affiliate of such Purchaser.




*“Business
      Day* ”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to close.




*“Closing* ”
means
      the closing of the purchase and sale of the Shares pursuant to this Agreement.




*“Closing
      Date* ”
means
      March 22, 2006.




*“Commission* ”
means
      the Securities and Exchange Commission.




*“Company
      Counsel* ”
means
      Alston & Bird LLP.









*“Effective
      Date* ”
means
      the date that the Registration Statement is first declared effective by the
      Commission.




“ *Escrow
      Agent* ”
means
      JPMorgan Chase Bank, N.A., a national banking association.




“ *Escrow
      Agreement* ”
means
      the Escrow Agreement, dated as of the date of the Agreement, among the Company,
      the Escrow Agent, and the placement agents listed therein.




“ *Escrowed
      Funds* ”
has
      the
      meaning ascribed to such term in Section 2.2(b)(vi) of this
      Agreement.




*“Exchange
      Act* ”
means
      the Securities Exchange Act of 1934, as amended.




*“Expiration
      Date* ”
shall
      mean March 31, 2006, or such other date within 30 days thereafter as may be
      selected by the Company in its sole discretion without notice to investors.




“ *Israeli
      Company Counsel* ”
means
      Kantor & Co.




“ *Liens* ”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal or other
      restriction.




*“Material
      Adverse Effect* ”
shall
      have the meaning ascribed to such term in Section 3.1(a).




*“Ordinary
      Shares”* means
      the Company’s ordinary shares, par value NIS 0.02.




*“Per
      Share Purchase Price* ”
equals
      $0.60; equivalent to $6.00 per ADR.




*“Person* ”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any kind.




*“Placement
      Agent Agreement”* means
      the Placement Agent Agreement, dated March 17, 2006, between the Company and
      certain placement agents listed therein.




*“Placement
      Agents”* means
      the placement agents named in the Placement Agent Agreement.




*“Registration
      Statement* ”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares, the
      Warrants and the Warrant Shares.




*“Registration
      Rights Agreement* ”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of Exhibit A hereto.




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*“Rule
      144* ”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as
      such Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.




*“Securities”* means
      the
      Shares, the Warrants, and the Warrant Shares.




*“Securities
      Act* ”
means
      the Securities Act of 1933, as amended.




*“Shares* ”
means
      the Ordinary Shares issuable to each Purchaser pursuant to this Agreement,
      excluding the Warrant Shares.




*“Subscription
      Amount* ”
means,
      as to each Purchaser and the Closing, the amounts set forth below such
      Purchaser’s signature block on the signature page hereto, in United States
      dollars and in immediately available funds.




*“Trading
      Day* ”
means
      (i) a day on which American Depositary Receipts representing Ordinary
      Shares (“ *ADRs* ”),
      are
      traded on a Trading Market, or (ii) if the ADRs are not listed on a Trading
      Market, a day on which the ADRs are traded on the over-the-counter market,
      as
      reported by the OTC Bulletin Board, or (iii) if the ADRs are not quoted on
      the OTC Bulletin Board, a day on which the ADRs are quoted in the
      over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding to its functions
      of reporting prices); provided, that in the event that the ADRs are not listed
      or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
      shall mean a Business Day.




*“Trading
      Market* ”
means
      the following markets or exchanges on which the ADRs are listed or quoted for
      trading on the date in question: the American Stock Exchange, the New York
      Stock
      Exchange, or the Nasdaq Stock Market.




*“Transaction
      Documents* ”
means
      this Agreement, the Registration Rights Agreement, the Warrant, the Escrow
      Agreement and any other documents or agreements executed in connection with
      the
      transactions contemplated hereunder.




*“Warrants”* mean the
      Ordinary Share Purchase Warrants, in the form of Exhibit B, issuable to the
      Purchasers at Closing, which warrants shall be exercisable immediately and
      have
      an exercise price equal to $0.875 per ordinary share, the equivalent of $8.75
      per ADR, and a term of exercise of five (5) years.




*“Warrant
      Shares”* means
      the Ordinary Shares issuable upon exercise of the Warrants.




**ARTICLE
      II.**


**PURCHASE
      AND SALE**




2.1  *Closing.* Each
      Purchaser shall purchase from the Company, and the Company shall issue, on
      the
      terms and conditions set forth in this Agreement, and sell to each Purchaser,
      a
      number of Shares equal to such Purchaser’s Subscription Amount divided by the
      Per Share Purchase Price, and a number of Warrants equal to fifty percent (50%)
      of the Shares to be issued to each Purchaser. Upon satisfaction of the
      conditions set forth in Section 2.2, the Closing shall occur at the offices
      of
      the Company, or such other location as the parties shall mutually agree. The
      Company may continue the Offering, in one or more Closings, until the earlier
      of
      the sale of the Maximum Offering Amount or until the Expiration Date. Purchasers
      will be required to deliver executed, binding Securities Purchase Agreements
      by
      the Expiration Date, the Closing of which will only be subject to the
      satisfaction of the Closing conditions in Section 2.2.




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2.2  *Closing Conditions.*




(a)  As
      a
      condition to the Purchasers’ obligation to close, at the Closing (unless
      otherwise specified below) the Company shall have satisfied each of the
      conditions set forth below or shall deliver or cause to be delivered to each
      Purchaser the items set forth below, as appropriate, any one or more of which
      may be waived in writing by the Purchasers:




(i)  this
      Agreement duly executed by the Company;




(ii)  within
      five (5) Business Days of the Closing Date, a Warrant, registered in the name
      of
      each Purchaser, pursuant to which such Purchaser shall have the right to acquire
      up to the number of Ordinary Shares equal to fifty percent (50%) of the Shares
      to be issued in the name of such Purchaser at Closing;




(iii) the
      Registration Rights Agreement duly executed by the Company;




(iv)  the
      Escrow Agreement duly executed by the Company, the Escrow Agent and the
      placement agents listed therein;




(v)  a
      legal
      opinion of each of Company Counsel and Israeli Company Counsel, in the forms
      in
      Exhibit C attached hereto;




(vi)  the
      representations and warranties made by the Company herein shall be true and
      correct in all material respects (except any representation and warranty that
      is
      qualified by materiality or Material Adverse Effect shall be true and correct
      in
      all respects) as of the date hereof and as of the Closing Date with the same
      effect as if the representations and warranties were made as of the date hereof
      and as of the Closing Date;




(vii)  all
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to the Closing shall have been performed or complied
      with in all material respects;




(viii)  no
      statute, rule, regulation, order, decree, ruling or injunction shall have been
      enacted, entered, promulgated, endorsed or threatened or is pending by or before
      any governmental authority of competent jurisdiction which in any material
      respect restricts, prohibits or threatens to restrict or prohibit the
      consummation of any of the transactions contemplated by the Transaction
      Documents;




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(ix)  as
      of the
      Closing Date, there shall have been no Material Adverse Effect with respect
      to
      the Company since the date hereof;




(x)  a t
      the
      time of the execution of this Agreement, the Placement Agent shall have received
      from PricewaterhouseCoopers LLP a letter, addressed to the Placement Agents
      and
      the Purchasers and dated such date, in form and substance reasonably
      satisfactory to the Placement Agents (i) confirming that they are independent
      certified public accountants with respect to the Company within the meaning
      of
      the Securities Act and are in compliance with the applicable requirements
      relating to the qualification of accountants under Rule 2-01 of Regulation
      S-X
      of the Commission and (ii) stating the conclusions and findings of such firm
      with respect to the financial statements and certain financial information
      contained or attached as exhibits to the Private Placement Memorandum;
      and




(xi)  with
      respect to the letter of PricewaterhouseCoopers LLP referred to in the preceding
      paragraph and delivered to the Placement Agents and the Purchasers concurrently
      with the execution of this Agreement (the “ *initial
      letter* ”),
      the
      Company shall have furnished to the Placement Agents and the Purchasers a letter
      (including any supplemental letter, the “ *bring-down
      letter* ”)
      of
      such accountants, addressed to the Placement Agents and the Purchasers and
      dated
      the Closing Date (i) confirming that they are independent public
      accountants within the meaning of the Securities Act and are in compliance
      with
      the applicable requirements relating to the qualification of accountants under
      Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date
      of the bring-down letter (or, with respect to matters involving changes or
      developments since the respective dates as of which specified financial
      information is given in the Private Placement Memorandum, as of a date not
      more
      than three days prior to the date of the bring-down letter), the conclusions
      and
      findings of such firm with respect to the financial information and other
      matters covered by the initial letter and (iii) confirming in all material
      respects the conclusions and findings set forth in the initial
      letter.




With
      respect to the closing conditions listed in (vi), (vii), (viii) and (ix) above,
      the Company shall deliver a certificate to such effect, in form and substance
      reasonably satisfactory to the Placement Agents.




(b)  As
      a
      condition to the Company’s obligation to close, at the Closing, each Purchaser
      shall have satisfied each of the conditions set forth below or shall deliver
      or
      cause to be delivered to the Company the items set forth below, as appropriate,
      any one or more of which may be waived in writing by the Company:




(i)  this
      Agreement duly executed by such Purchaser;




(ii)  the
      Registration Rights Agreement duly executed by such Purchaser;




(iii)  the
      representations and warranties made by the Purchasers herein shall be true
      and
      correct in all material respects (except any representation and warranty that
      is
      qualified by materiality or Material Adverse Effect shall be true and correct
      in
      all respects) as of the date hereof and as of the Closing Date with the same
      effect as if the representations and warranties were made as of the date hereof
      and as of the Closing Date;




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(iv)  the
      Escrow Agreement duly executed by the Company, the Escrow Agent and the
      placement agents listed therein;




(v)  each
      Purchaser shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by such Purchaser at
      or
      before the Closing;




(vi)  no
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated, endorsed or threatened or is pending
      by
      or before any governmental authority of competent jurisdiction which prohibits
      or threatens to prohibit the consummation of any of the transactions
      contemplated by the Transaction Documents; and




(vii)  each
      Purchaser shall have caused
      such Purchaser’s Subscription Amount to be deposited by wire transfer of
      immediately available funds to such non-interest bearing escrow account of
      the
      Escrow Agent as the Escrow Agent shall designate (the “ *Escrowed
      Funds* ”) ,
      and the
      Escrow Agent shall have confirmed that it is prepared to transfer such amount
      to
      the Company subject only to satisfaction of the receipt of the certificate
      provided in Section 2.3 hereof; and




(viii)  as
      of the
      Closing Date, there shall have been no Material Adverse Effect with respect
      to
      the Company since the date hereof.




2.3  *Escrow
      Arrangement.* Each
      Purchaser shall be deemed to have irrevocably instructed the Escrow Agent to
      deliver such Purchaser’s Escrowed Funds to such bank account(s) of the Company
      as the Company shall have specified to the Escrow Agent on the Effective Date,
      subject only to the Escrow Agent having received a
      certificate, dated the Effective Date, executed by the Company certifying that
      the Registration Statement shall have been declared effective by the Commission. Following
      delivery to the Escrow Agent of the certificate referred to in this Section
      2.3,
      (i) the Escrow Agent shall promptly cause the Escrowed Funds to be sent by
      wire
      transfer to the bank account(s) specified by the Company in writing, and (ii)
      the Company shall cause to be delivered to The Bank of New York a single
      certificate for Ordinary Shares, registered in the name of The Bank of New
      York
      or its designee, on the Effective Date, and shall thereafter cause The Bank
      of
      New York to immediately issue ADRs registered in the name of such Purchaser
      or
      its designee, representing the number of Shares acquired by such Purchaser,
      in
      accordance with Section 4.10 hereof. If the Company has not delivered to the
      Escrow Agent a certificate certifying that the Registration Statement shall
      have
      been declared effective by the Commission, on or before March 15, 2007, then
      the
      Company shall deliver to the Escrow Agent a notice terminating the Offering
      upon
      the receipt of which the Escrow Agent shall distribute the Escrowed Funds to
      each Purchaser.




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2.4  *Satisfaction
      of Conditions.* Following the deposit of the Escrowed Funds by the Purchaser with the Escrow
      Agent pursuant to Section 2.2(b)(vi), this Agreement shall become wholly
      unconditional save for the satisfaction of the condition specified in Section
      2.3 and shall not be capable of termination or rescission save for the
      non-satisfaction of such condition.




**ARTICLE
      III.**


**REPRESENTATIONS
      AND WARRANTIES**




3.1  *Representations
      and Warranties of the Company.* The
      Company and XTL Biopharmaceuticals Inc., a Delaware corporation (the
“ *Subsidiary* ”),
      the
      Company’s sole subsidiary, hereby make the following representations and
      warranties as of the date hereof and as of the Closing Date to each Purchaser:




(a)  *Organization
      and Qualification.* Each
      of
      the Company and the Subsidiary is an entity duly organized, validly existing
      and
      in good standing under the laws of the jurisdiction of its respective
      organization, with the requisite corporate power and authority to own and use
      its properties and assets and to carry on its business as currently conducted.
      Neither the Company nor the Subsidiary is in violation of any of the provisions
      of its Memorandum and Articles of Organization, bylaws, or other organizational
      documents. The Company has no wholly-owned subsidiaries other than the
      Subsidiary. Each of the Company and the Subsidiary is duly qualified to conduct
      business and is in good standing as a foreign corporation or other entity in
      each jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary, except where the failure to
      be
      so qualified or in good standing, as the case may be, would not have or
      reasonably be expected to result in (i) a material adverse effect on the
      legality, validity or enforceability of any Transaction Document, (ii) a
      material adverse effect on the results of operations, assets, properties,
      business or financial condition of the Company or the Subsidiary, or
      (iii) a material adverse effect on the Company’s ability to perform in any
      material respect on a timely basis its obligations under any Transaction
      Document (any of (i), (ii) or (iii), a “ *Material
      Adverse Effect* ”).




(b)  *Authorization;
      Enforcement.* The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary action on the part of the Company and no further
      action is required by the Company, its board of directors or its shareholders
      in
      connection therewith. Each Transaction Document has been (or, if executed after
      the date hereof, upon delivery will be) duly executed by the Company and, when
      delivered in accordance with the terms hereof, will constitute the valid and
      binding obligation of the Company enforceable against the Company in accordance
      with its terms except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally and (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies, and (iii) with respect to the indemnification
      provisions set forth in the Registration Rights Agreement, as limited by public
      policy.




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(c)  *No
      Conflicts.* The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby
      do
      not and will not (i) conflict with or violate any provision of the
      Company’s or the Subsidiary’s Memorandum and Articles of Association, bylaws or
      other organizational documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, credit facility, debt or other instrument (evidencing a debt
      of
      the Company or the Subsidiary or otherwise) or other understanding to which
      the
      Company or the Subsidiary is a party or by which any property or asset of the
      Company or the Subsidiary is bound or affected, or (iii) result in a
      violation of any law, rule, regulation, order, judgment, injunction, decree
      or
      other restriction of any court or governmental authority to which the Company
      or
      Subsidiary is subject (including U.S. federal and state securities laws and
      regulations and the rules and regulations of any Trading Market), or by which
      any property or asset of the Company or the Subsidiary is bound or affected;
      except in the case of each of clauses (ii) and (iii), such as would not
      have or reasonably be expected to result in a Material Adverse Effect.




(d)  *Filings,
      Consents and Approvals.* The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other U.S. federal, state, local or other governmental authority or other Person
      in connection with the execution, delivery and performance by the Company of
      the
      Transaction Documents, other than (i) the filing with the Commission of the
      Registration Statement, and one or more Forms D with respect to the Securities
      as may be required under Regulation D of the Securities Act, the
      application(s) to each Trading Market for the listing of the ADRs representing
      the Securities for trading thereon in the time and manner required thereby,
      and
      applicable Blue Sky filings, (ii) the listing of the Securities on the London
      Stock Exchange, in accordance with a prospectus to be filed with the United
      Kingdom Listing Authority, and (iii) such as have already been obtained or
      such exemptive filings as are required to be made under applicable state and
      federal securities laws.




(e)  *Capitalization.* As
      of the
      date hereof, the authorized capital stock of the Company consists of 300,000,000
      Ordinary Shares, of which 173,197,930 Ordinary Shares are outstanding. All
      of
      the outstanding Ordinary Shares are, and all of the Shares and Warrant Shares,
      when issued, will be, duly authorized, validly issued, fully paid and
      nonassessable, and free and clear of all liens created by the Company, and
      all
      such Ordinary Shares were, and the Shares and Warrant Shares will be, issued
      in
      material compliance with all applicable U.S. federal and state securities laws,
      including available exemptions therefrom, and none of such issuances were,
      and
      the issuance of the Shares and Warrant Shares will not be, made in violation
      of
      any pre-emptive or other rights. The Company has reserved from its duly
      authorized capital stock the maximum number of Shares and Warrant Shares
      issuable pursuant to this Agreement. The issuance of the Shares and Warrant
      Shares will not trigger any anti-dilution rights of any existing securities
      of
      the Company. Except for options to purchase 42,425,205 Ordinary Shares and
      warrants to purchase up to 23,000,000 Ordinary Shares, as of the Closing Date,
      there will be no rights, subscriptions, warrants, options, conversion rights,
      or
      agreements of any kind outstanding to purchase from the Company, or otherwise
      require the Company to issue, any shares of capital stock of the Company or
      securities or obligations of any kind convertible into or exchangeable for
      any
      shares of capital stock of the Company.




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(f)  *Reports
      and Financial Statements.* The
      Company has filed all reports required to be filed by it under the Exchange
      Act
      on a timely basis or has received a valid extension of such time of filing
      and
      has filed any such reports prior to the expiration of any such extension. The
      Company has made available to the Purchasers, prior to the execution of this
      Agreement, a copy of the Company’s registration statement on Form 20-F filed
      with the Commission on July 14, 2005, as amended, and will make available any
      Current Reports on Form 6-K filed by the Company (as such documents have since
      the time of their filing been amended or supplemented, and together with all
      reports, documents and information filed on or after the date first written
      above through the date of Closing with the Commission, including all information
      incorporated therein by reference, collectively, the “ *SEC
      Reports* ”).
      The
      SEC Reports (a) complied and will comply as to form in all material respects
      with the requirements of the Securities Act and the Exchange Act, and (b) did
      not, at the time of their filing, contain any untrue statement of a material
      fact or omit to state a material fact required to be stated therein or necessary
      in order to make the statements therein, in light of the circumstances under
      which they were made, not misleading.  The
      financial statements included in the SEC Reports comply in all material respects
      with the applicable accounting requirements and the rules and regulations of
      the
      SEC with respect thereto as in effect at the time of filing. The financial
      statements included in the SEC Reports and the Confidential Private Placement
      Memorandum, dated March 17, 2006 prepared by the Company, including all
      exhibits, supplements and amendments thereto (the “ *Private
      Placement Memorandum* ”),
      have
      been prepared in accordance with generally accepted accounting principles in
      the
      United States applied on a consistent basis (“ *GAAP* ”),
      and
      fairly represent the financial position of the Company and its Subsidiary as
      of
      and for the dates thereof and the results of operations and cash flows for
      the
      periods then ended, subject, in the case of unaudited statements, to normal,
      year-end audit adjustments and the omission of certain footnotes.




(g)  *No
      Material Change* .
      Since
      December 31, 2005, and except as disclosed in its SEC Reports, (i) the Company
      has not incurred any material liabilities or obligations, indirect, or
      contingent, or entered into any material oral or written agreement or other
      transaction which is not in the ordinary course of business or which could
      reasonably be expected to result in a material reduction in the future earnings
      of the Company; (ii) the Company has not sustained any loss or interference
      with
      its businesses or properties (whether or not covered by insurance) that could
      reasonably be expected to have a Material Adverse Effect; (iii) the Company
      has
      not paid or declared any dividends or other distributions with respect to its
      capital stock, or redeemed or purchased or otherwise acquired any of its stock
      and the Company is not in default in the payment of principal or interest on
      any
      outstanding debt obligations; (iv) the Company has not changed any compensation
      arrangement or agreement with any of its key employees or executive officers,
      or
      change the rate of pay of its employees as a group, other than in the ordinary
      course of business; (v) the Company has not changed or amended any contract
      by
      which the Company or any of its asset are bound or subject that would have
      a
      Material Adverse Effect; (vi) there has not been any change in the capital
      stock
      of the Company other than the sale of the Securities hereunder or shares or
      options issued pursuant to employee equity incentive plans or purchase plans
      approved by the Company’s Board of Directors, or indebtedness not incurred in
      the ordinary course of business that is material to the Company; and (vii)
      there
      has not been any other event which has caused, or is likely to cause, a Material
      Adverse Effect.




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(h)  *Litigation.* Except
      as
      would not reasonably be expected to result in a Material Adverse Effect on
      the
      Company, there is no action, suit, claim, proceeding, inquiry or investigation
      before or by any court, public board, government agency, self-regulatory
      organization or body pending against or, to the knowledge of the Company,
      threatened against the Company or the Subsidiary. The Company is not subject
      to
      any order, writ, judgment, injunction, decree or award of any court or any
      governmental authority which would reasonably be expected to result in a
      Material Adverse Effect on the Company.




(i)  *Compliance* .
      The
      Company has not been advised, nor does the Company have reason to believe,
      that
      it is not conducting its business in compliance with all applicable laws, rules
      and regulations of the jurisdictions in which it is conducting its business,
      except where failure to be so in compliance would not reasonably be expected
      to
      have a Material Adverse Effect.




(j)  *Intellectual
      Property* .
      (i) The
      Company owns or has obtained licenses or options for the inventions, patent
      applications, patents, trademarks (both registered and unregistered), trade
      names, copyrights and trade secrets necessary for the conduct of the Company’s
      business as currently conducted (collectively, the “ *Intellectual
      Property* ”);
      and
      (ii) (a) to the knowledge of the Company, there are no third parties who have
      any ownership rights to any Intellectual Property that is owned by, or has
      been
      licensed to, the Company for the products described in the Private Placement
      Memorandum that would preclude the Company from conducting its business as
      currently conducted and have a Material Adverse Effect, except for the ownership
      rights of the owners of the Intellectual Property licensed or optioned by the
      Company; (b) there is no pending or, to the Company’ s knowledge, threatened
      action, suit, proceeding or claim by others challenging the rights of the
      Company in or to any Intellectual Property owned, licensed or optioned by the
      Company, other than claims which would not reasonably be expected to have a
      Material Adverse Effect; (c) there is no pending or, to the Company’s knowledge,
      threatened action, suit, proceeding or claim by others challenging the validity
      or scope of any Intellectual Property owned, licensed or optioned by the
      Company, other than non-material actions, suits, proceedings and claims; and
      (d)
      there is no pending or, to the Company’s knowledge, threatened action, suit,
      proceeding or claim by others that the Company infringes or otherwise violates
      any patent, trademark, copyright, trade secret or other proprietary right of
      others, other than non-material actions, suits, proceedings and
      claims.




-10-




(k)  *Material
      Agreements* .
      All
      material agreements (“ *Material
      Agreements* ”)
      to
      which the Company or the Subsidiary is a party or to which the property or
      assets of the Company or the Subsidiary are subject are included as part of
      or
      specifically identified in the SEC Reports to the extent required by the rules
      and regulations of the SEC as in effect at the time of filing. Except for the
      Material Agreements, the Company has no material contracts. Neither the Company
      nor, to the Company’s knowledge, any other party to the Material Agreements, is
      in breach of or default under any of such contracts which would reasonably
      be
      expected to have a Material Adverse Effect.




(l)  *Taxes* .
      Except
      as disclosed in the Private Placement Memorandum or the SEC Reports, the Company
      and the Subsidiary have filed all necessary federal, state and foreign income
      and franchise tax returns and has paid or accrued all taxes shown as due
      thereon, and the Company has no knowledge of a tax deficiency which has been
      or
      might be asserted or threatened against it which might reasonably be expected
      to
      have a Material Adverse Effect.




(m)  *Governmental
      Permits, Etc* .
      The
      Company has all franchises, licenses, certificates and other authorizations
      from
      such federal, state or local government or governmental agency, department
      or
      body that are currently required for the operation of the business of the
      Company as currently conducted, except where the failure to posses currently
      such franchises, licenses, certificates and other authorizations is not
      reasonably expected to have a Material Adverse Effect. The Company has not
      received any notice of proceedings relating to the revocation or modification
      of
      any such permit which, if the subject of an unfavorable decision, ruling or
      finding, could reasonably be expected to have a Material Adverse
      Effect.




(n)  *Conformity
      of Descriptions.* The
      Shares and Warrant Shares conform in all material respects to the descriptions
      of the Company’s Ordinary Shares contained in the Company’s SEC Reports and
      other filings with the Commission and the Private Placement
      Memorandum.




(o)  *Statements
      True and Correct.* No
      representation, warranty, statement, certificate, instrument, or other writing
      furnished or to be furnished by the Company to Purchaser or its representatives
      pursuant to this Agreement, the Private Placement Memorandum or any other
      document, agreement, or instrument referred to herein contains or will contain
      any untrue statement of material fact or will omit to state a material fact
      necessary to make the statements therein not misleading.




(p)  *Certain
      Fees.* Any
      brokerage, finder’s fees or commissions that are or will be payable by the
      Company to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement will be paid solely by the Company.




(q)  *Private
      Placement.* Neither
      the Company nor any Person acting on behalf of the Company has sold or offered
      to sell or solicited any offer to buy the Securities by means of any form of
      general solicitation or advertising. Assuming the accuracy of the Purchasers
      representations and warranties set forth in Section 3.2, no registration
      under the Securities Act is required for the offer, issuance and sale of the
      Securities by the Company to the Purchasers as contemplated hereby. The issuance
      and sale of the Securities hereunder does not contravene the rules and
      regulations of any Trading Market.




-11-




(r)  *Offering
      Materials* .
      The
      Company has not distributed and will not distribute prior to the Closing Date
      any offering material in connection with the offering and sale of the Securities
      other than the Private Placement Memorandum or any amendment or supplement
      thereto. Neither the Company nor any person acting on its behalf has in the
      past
      or will hereafter take any action independent of the placement agent to sell,
      offer for sale or solicit offers to buy any securities of the Company which
      would subject the offer, issuance or sale of the Securities, as contemplated
      by
      this Agreement, to the registration requirements of Section 5 of the Securities
      Act.




(s)  *Investment
      Company.* The
      Company is not, and is not an Affiliate of, an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.




(t)  *Application
      of Takeover Protections.* Assuming
      the Purchasers beneficially own any Ordinary Shares prior to the date hereof,
      the Company and its Board of Directors have taken all necessary action, if
      any,
      in order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company’s charter documents)
      or the laws of its jurisdiction of organization that is or could become
      applicable to the Purchasers as a result of the Purchasers and the Company
      fulfilling their obligations or exercising their rights under the Transaction
      Documents, including without limitation the Company’s issuance of the Shares and
      the Warrant Shares and the Purchasers’ ownership of the Shares and the Warrants.




(u)  *No
      Integrated Offering.* Neither
      the Company, nor any of its Affiliates, nor any Person acting on its or their
      behalf has, directly or indirectly, made any offers or sales of any security
      or
      solicited any offers to buy any security, under circumstances that would cause
      this offering of the Shares and Warrants to be integrated with prior offerings
      by the Company for purposes of the Securities Act or any applicable shareholder
      approval provisions, including, without limitation, under the rules and
      regulations of any exchange or automated quotation system on which any of the
      securities of the Company are listed or designated.




(v)  *Listing
      and Maintenance Requirements.* The
      Company has been in compliance with all listing and maintenance requirements
      of
      each applicable Trading Market, the London Stock Exchange and the Tel Aviv
      Stock
      Exchange. The Company has not, in the 12 months preceding the date hereof,
      received notice from any Trading Market on which the Ordinary Shares or ADRs
      representing Ordinary Shares are or have been listed or quoted, the London
      Stock
      Exchange or the Tel Aviv Stock Exchange to the effect that the Company is not
      in
      compliance with the listing or maintenance requirements of such market. The
      Company is, and has no reason to believe that it will not in the foreseeable
      future continue to be, in compliance with all such listing and maintenance
      requirements.




-12-




(w)  *Sarbanes-Oxley;
      Internal Accounting Controls* .
      The
      Company is in material compliance with all provisions of the Sarbanes-Oxley
      Act
      of 2002 which are applicable to it as of the Closing Date. The
      Company has disclosure controls and procedures (as defined in Rule 13a-14 under
      the Exchange Act) that are designed to ensure that material information relating
      to the Company is made known to the Company’s principal executive officer and
      the Company’s principal financial officer or persons performing similar
      functions.




(x)  *Disclosure.* The
      Company confirms that, neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information, other than information relating to the Offering, that constitutes
      or might constitute material, non-public information. The Company understands
      and confirms that the Purchasers will rely on the foregoing representations
      and
      covenants in effecting transactions in securities of the Company. All disclosure
      provided to the Purchasers regarding the Company, its business and the
      transactions contemplated hereby, including the Private Placement Memorandum
      and
      the Exhibits to this Agreement, furnished by or on behalf of the Company with
      respect to the representations and warranties made herein are true and correct
      with respect to such representations and warranties and do not contain any
      untrue statement of a material fact or omit to state any material fact necessary
      in order to make the statements made therein, in light of the circumstances
      under which they were made, not misleading. The Company acknowledges and agrees
      that no Purchaser makes or has made any representations or warranties with
      respect to the transaction contemplated hereby other than those specifically
      set
      forth in Section 3.2 hereof.




(y)  *Independent
      Public Accountants.* The
      Company confirms that Kesselman
      & Kesselman, Israeli certified public accounts and a member of
      PricewaterhouseCoopers International Limited, are independent public accountants
      as required by the Securities Act and the rules and regulations promulgated
      thereunder.




3.2  *Representations
      and Warranties of the Purchasers.* Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as follows:




(a)  *Organization;
      Authority.* Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate, limited liability or partnership power and authority to enter into
      and to consummate the transactions contemplated by the Transaction Documents
      and
      otherwise to carry out its obligations thereunder. The execution, delivery
      and
      performance by such Purchaser of the transactions contemplated by this Agreement
      have been duly authorized by all necessary corporate or similar action on the
      part of such Purchaser. Each Transaction Document to which it is a party has
      been duly executed by such Purchaser, and when delivered by such Purchaser
      in
      accordance with the terms hereof, will constitute the valid and legally binding
      obligation of such Purchaser, enforceable against it in accordance with its
      terms except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally and (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies, and (iii) with respect to the indemnification
      provisions set forth in the Registration Rights Agreement, as limited by public
      policy.




-13-




(b)  *General
      Solicitation.* Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.




(c)  *No
      Public Sale or Distribution.* Such
      Purchaser is acquiring the Securities for its own account and not with a view
      towards, or for resale in connection with, the public sale or distribution
      thereof, except pursuant to sales registered or exempted under the Securities
      Act; *provided* , *however* ,
      that by
      making the representations herein, such Purchaser does not agree to hold any
      of
      the Securities for any minimum or other specific term and reserves the right
      to
      dispose of the Securities at any time in accordance with or pursuant to a
      registration statement or an exemption under the Securities Act. Such Purchaser
      is acquiring the Securities hereunder in the ordinary course of its business.
      Such Purchaser does not have any agreement or understanding, directly or
      indirectly, with any Person to distribute any of the Securities.




(d)  *Accredited
      Investor Status.* Such
      Purchaser is an “accredited investor” as that term is defined in
      Rule 501(a) of Regulation D.




(e)  *Reliance
      on Exemptions.* Such
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in
      part
      upon the truth and accuracy of, and such Purchaser’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      such Purchaser set forth herein and on the signature page hereto in order to
      determine the availability of such exemptions and the eligibility of such
      Purchaser to acquire the Securities.




(f)  *Information;
      Confidentiality.* Such
      Purchaser and its advisors, if any, have been furnished with all publicly
      available materials relating to the business, finances and operations of the
      Company and such other publicly available materials relating to the offer and
      sale of the Securities as have been requested by such Purchaser. The Purchaser
      acknowledges and understands that the fact that the Company is seeking to effect
      the private placement of the Securities is itself material, non-public
      information, and accordingly,
      the Purchaser agrees not to engage in disclosure
      of such information or use of such information by the Purchaser or anyone
      receiving such information from the Purchaser in connection with the purchase,
      sale or trade of the Company’s securities (other than use by the Purchaser in
      acquiring the Securities), or any hedging, derivative or similar transactions
      or
      activities involving the Company’s securities. Such Purchaser and its advisors,
      if any, have been afforded the opportunity to ask questions of the Company.
      Neither such inquiries nor any other due diligence investigations conducted
      by
      such Purchaser or its advisors, if any, or its representatives shall modify,
      amend or affect such Purchaser’s right to rely on the Company’s representations
      and warranties contained herein. Such Purchaser understands that its investment
      in the Securities involves a high degree of risk. Such Purchaser has sought
      such
      accounting, legal and tax advice as it has considered necessary to make an
      informed investment decision with respect to its acquisition of the Securities.




-14-




(g)  *No
      Governmental Review.* Such
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.




(h)  *Experience
      of Such Purchaser.* Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters,
      including investing in biotechnology companies, so as to be capable of
      evaluating the merits and risks of the prospective investment in the Securities,
      and has so evaluated the merits and risks of such investment. Such Purchaser
      is
      able to bear the economic risk of an investment in the Securities and, at the
      present time, is able to afford a complete loss of such investment.




(i)  *Sales;
      Short Selling.* From
      and
      after the date that the Purchaser receives any information about the existence
      of the Offering, and through the Closing Date, the Purchaser has not and shall
      not, directly or indirectly, sell Ordinary Shares in any open Trading Market
      or
      elsewhere, and has not and shall not directly or indirectly, through related
      parties, affiliates or otherwise sell “short” or “short against the box” (as
      those terms are generally understood) any equity security of the
      Company.




(j)  *Information
      Regarding Purchaser* .
      Purchaser has provided the Company with true, complete, and correct information
      regarding all applicable items set forth in the on the signature page to this
      Agreement.




The
      Company acknowledges and agrees that each Purchaser does not make or has not
      made any representations or warranties with respect to the transactions
      contemplated hereby other than those specifically set forth in this
      Section 3.2.




**ARTICLE
      IV.**


**OTHER
      AGREEMENTS OF THE PARTIES**




4.1  *Transfer
      Restrictions.* The
      Securities may only be disposed of in compliance with U.S. state and federal
      securities laws. In connection with any transfer of Securities other than (i)
      pursuant to an effective registration statement, (ii) to the Company, or (iii)
      to an Affiliate of a Purchaser, the Company may require the transferor thereof
      to provide to the Company an opinion of counsel selected by the transferor,
      the
      form and substance of which opinion shall be reasonably satisfactory to the
      Company, to the effect that such transfer does not require registration of
      such
      transferred Securities under the Securities Act. As a condition of transfer,
      any
      such transferee shall agree in writing to be bound by the terms of this
      Agreement and shall have the rights of a Purchaser under this Agreement and
      the
      Registration Rights Agreement.




-15-




4.2  *Furnishing
      of Information.* During
      the Effectiveness Period (as such term is defined in the Registration Rights
      Agreement), the Company covenants to use its commercially reasonable efforts
      to
      timely file (or obtain extensions in respect thereof and file within the
      applicable grace period) all reports required to be filed by the Company after
      the date hereof pursuant to the Exchange Act. During the Effectiveness Period,
      the Company further covenants to use its commercially reasonable efforts to
      take
      such further action as any Purchaser may reasonably request, all to the extent
      required from time to time to enable such Person to sell such Securities without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144.




4.3  *Integration.* The
      Company shall not sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the
      Securities Act) that would be integrated with the offer or sale of the
      Securities in a manner that would require the registration under the Securities
      Act of the sale of the Securities to the Purchasers or that would be integrated
      with the offer or sale of the Securities for purposes of the rules and
      regulations of any Trading Market.




4.4  *Securities
      Laws Disclosure; Publicity* .
      The
      Company shall, by 8:30 a.m., New York City time, on the Business Day following
      the Closing Date, issue a press release to be disseminated in the public domain
      describing the terms of the transactions contemplated by the Transaction
      Documents. Notwithstanding the foregoing, the Company shall not publicly
      disclose the name of any Purchaser, or include the name of any Purchaser in
      any
      filing with the Commission or any regulatory agency or Trading Market, without
      the prior written consent of such Purchaser, except (i) as required by
      federal securities law or the Commission in connection with the registration
      statement contemplated by the Registration Rights Agreement and (ii) to the
      extent such disclosure is required by law or Trading Market regulations, in
      which case the Company shall provide the Purchasers with prior notice of such
      disclosure permitted under subclause (i) or (ii).




4.5  *Shareholders
      Rights Plan.* No
      claim
      will be made or enforced by the Company or any other Person that any Purchaser
      is an “Acquiring Person” under any shareholders rights plan or similar plan or
      arrangement in effect or hereafter adopted by the Company, or that any Purchaser
      could be deemed to trigger the provisions of any such plan or arrangement,
      in
      each case solely by virtue of receiving Securities under the Transaction
      Documents or under any other agreement between the Company and the Purchasers.




4.6  *Reservation
      of Ordinary Shares.* As
      of the
      date hereof, the Company has reserved and the Company shall continue to reserve
      and keep available at all times, free of preemptive rights, a sufficient number
      of Ordinary Shares for the purpose of enabling the Company to issue Shares
      pursuant to this Agreement and Warrant Shares pursuant to the
      Warrants.




-16-


4.7  *Listing
      of Ordinary Shares; ADR Facility.* The
      Company hereby agrees to use commercially reasonable efforts to maintain the
      listing of ADRs representing Ordinary Shares on the Nasdaq Stock Market and
      the
      listing of the Ordinary Shares on the full list of the London Stock Exchange
      and
      on the Tel Aviv Stock Exchange. As soon as reasonably practicable following
      the
      Effective Date, the Company will list ADRs representing the Shares and the
      Warrant Shares on the Nasdaq Stock Market. The Company further agrees, if the
      Company applies to have ADRs representing Ordinary Shares traded on any other
      Trading Market, it will include in such application the Shares and Warrant
      Shares, and will take such other action as is necessary or desirable in the
      opinion of the Purchasers to cause the Shares and Warrant Shares to be listed
      on
      such other Trading Market as promptly as possible. The Company will take all
      action reasonably necessary to continue the listing and trading of ADRs
      representing its Ordinary Shares on a Trading Market and will comply in all
      respects with the Company’s reporting, filing and other obligations under the
      bylaws or rules of the Trading Market. The Purchasers acknowledge that the
      Shares and the Warrant Shares will not be eligible for deposit into the American
      Depositary Receipt trading facility maintained by the Company at The Bank of
      New
      York until the Effective Date.




4.8  *Subsequent
      Financings Prior to Effective Date.* From
      the
      date hereof until 90 days after the Effective Date, other than as contemplated
      by this Agreement, neither the Company nor any Subsidiary shall issue or sell
      any Ordinary Shares, excluding the issuance of securities issued upon the
      exercise of currently outstanding options and warrants.




4.9  *Non-Public
      Information.* The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Purchaser shall have executed a written agreement regarding
      the confidentiality and use of such information. The Company understands and
      confirms that each Purchaser shall be relying on the foregoing representations
      in effecting transactions in securities of the Company.




4.10  *Delivery
      of ADRs.* On
      the
      Effective Date, the Company shall deliver the Shares to The Bank of New York,
      and shall cause The Bank of New York to immediately deliver to each Purchaser
      ADRs representing a number of Shares equal to such Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of such
      Purchaser.




**ARTICLE
      V.**


**MISCELLANEOUS**




5.1  *Fees
      and Expenses.* Except
      as
      set forth in Section 3.1(p) and in the Placement Agent Agreement, each party
      shall pay the fees and expenses of its advisers, counsel, accountants and other
      experts, if any, and all other expenses incurred by such party incident to
      the
      negotiation, preparation, execution, delivery and performance of this Agreement.
      The Company shall pay all stamp and other taxes and duties levied in connection
      with the sale of the Securities.




-17-




5.2  *Entire
      Agreement.* The
      Transaction Documents, together with the exhibits and schedules thereto, the
      Private Placement Memorandum and the Placement Agent Agreement, contain the
      entire understanding of the parties with respect to the subject matter hereof
      and supersede all prior agreements and understandings, oral or written, with
      respect to such matters, which the parties acknowledge have been merged into
      such documents, exhibits and schedules.




5.4  *Notices.* Any
      and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      on
      the signature pages attached hereto prior to 6:30 p.m. (New York City time)
      on a Trading Day, (b) the next Trading Day after the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number on the signature pages attached hereto on a day that is not a Trading
      Day
      or later than 6:30 p.m. (New York City time) on any Trading Day,
      (c) the Trading Day following the date of mailing, if sent by U.S.
      nationally recognized overnight courier service, or (d) upon actual receipt
      by the party to whom such notice is required to be given. The address for such
      notices and communications shall be as set forth on the signature pages attached
      hereto.




5.5  *Amendments;
      Waivers.* No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. No waiver of any default with respect to any
      provision, condition or requirement of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any subsequent default or a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of either party to exercise any right hereunder in any manner
      impair the exercise of any such right.




5.6  *Construction.* The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.




5.7  *Successors
      and Assigns.* This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of each Purchaser. Any Purchaser may assign any or all of its rights
      under this Agreement to any Person, provided such transferee agrees in writing
      to be bound, with respect to the transferred Securities, by the provisions
      hereof that apply to the “Purchasers.”




5.8  *No
      Third-Party Beneficiaries.* This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 4.1.




-18-




5.9  *Governing
      Law.* All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of New York, without regard
      to
      the principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement and any other Transaction Documents
      (whether brought against a party hereto or its respective affiliates, directors,
      officers, shareholders, employees or agents) shall be commenced exclusively
      in
      the state or federal courts sitting in the City of New York. Each party hereto
      hereby irrevocably submits to the jurisdiction of the state and federal courts
      sitting in the City of New York, New York, exclusive of all other jurisdictions,
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein (including with respect
      to the enforcement of any of the Transaction Documents), and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is improper. If either party shall commence
      an
      action or proceeding to enforce any provisions of a Transaction Document, then
      the prevailing party in such action or proceeding shall be reimbursed by the
      other party for its attorneys fees and other costs and expenses incurred with
      the investigation, preparation and prosecution of such action or
      proceeding.




5.10  *Survival.* The
      representations, warranties, agreements and covenants contained herein shall
      survive the Closing and delivery of the Shares.




5.11  *Execution.* This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original thereof.




5.12  *Severability.* If
      any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.




5.13  *Replacement
      of Shares.* If
      any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested.




-19-




5.14  *Independent
      Nature of Purchasers’ Obligations and Rights.* The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under any Transaction Document. Nothing contained herein or in any
      Transaction Document, and no action taken by any Purchaser pursuant thereto,
      shall be deemed to constitute the Purchasers as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Purchasers are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Document. Each
      Purchaser shall be entitled to independently protect and enforce its rights,
      including without limitation, the rights arising out of this Agreement or out
      of
      the other Transaction Documents, and it shall not be necessary for any other
      Purchaser to be joined as an additional party in any proceeding for such
      purpose. Each Purchaser has been represented by its own separate legal counsel
      in their review and negotiation of the Transaction Documents.




*(Signature
      Page Follows)*


-20-




IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.




**XTL Biopharmaceuticals
              Ltd.**By:
            /s/
              Ron Bentsur
            
            *Address
                for Notice:*
              750
                Lexington Avenue, 20thFloor
              New
                York, NY 10022Name:Ron
                Bentsur
              Title:Chief
                Executive Officer
            
            Attn:
                  Ron Bentsur
              Tel:
                (212) 531-5960
              Fax:
                (212) 531-5961*With
                copy to (which shall not constitute notice):*Alston
                & Bird LLP
              90
                Park Avenue
              New
                York, New York 10016
              Attn:
                Mark F. McElreath
              Tel:
                (212) 210-9400
              Fax:
                (212) 210-9444




*(Signature
      Page Continues)*







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




BANK
                JULIUS BAER & CO. LTD.By:
            /s/
              B. GuzmanName:  
                B. Guzman
              Title:    First
                Vice President




Date: March
      19 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE666,667
              
              $6.00
              
              $4,000,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




BRAMDEAN
                UK EQUITY FUNDBy:
            /s/
              Mark BarnettName:  
                Mark Barnett
              Title:    Fund
                Manager




Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE804
              
              $6.00
              
              $4824.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




CATALYTIX,
                LDCBy:
            /s/
              Theodore E. KalemName:  Theodore
                E. Kalem
              Title:    Partner,
                Array Capital Management






Date: March
      17 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE12,500
              
              $6.00
              
              $75,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




CATALYTIX
                LIFE SCIENCE HEDGE ACBy:
            /s/
              Theodore E. KalemName:  Theodore
                E. Kalem
              Title:    Partner,
                Array Capital Management




Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE12,500
              
              $6.00
              
              $75,000.00













[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




By:
            /s/
              Ido NoubergerAPEX
                INVESTMENTS LTD.
            
            
            Name:  
                Ido Nouberger
              Title:    CEO




Date: March
      19 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE33,333
              
              $6.00
              
              $200,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




APEX
              PROVIDENT FUNDSBy:
            /s/
              Eitan YekutzelName:  
                Eitan Yekutzel
              Title:    Asset
                Manager






Date: March
      19, 2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE33,333
              
              $6.00
              
              $200,000.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




AVIZ
              RAIZBy:
            /s/
              Aviv RaizName:  
                Aviv Raiz
              Title:






Date: March
      18 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE66,667
              
              $6.00
              
              $400,000.00





[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




CAPITAL
                VENTURES INTERNATIONALBy:
            /s/
              Martin KobingerName:  
                Martin Kobinger
              Title:    Investment
                Manager




Date: March
      16, 2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE83,333
              
              $6.00
              
              $500,000.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




CIMARRON
                BIOMEDICAL EQUITY MASTER FUND L.P.By:
            /s/
              Rob BlakeneyName:  
                Rob Blakeney
              Title:    Senior
                Vice President


Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE50,000
              
              $6.00
              
              $300,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




DIAMONDBACK
                CAPITAL MANAGEMENT, LLCBy:
            /s/
              Mark G. HadlockName:  
                Mark G. Hadlock
              Title:    Secretary




Date: March
      17, 2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              RICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE1,666,667
              
              $6.00
              
              $1,000,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




FORMULA
        INVESTMENT HOUSE LTD.


By:
            /s/
              Eyal TeslerName:  
                Eyal Tesler
              Title:    Agent






Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE50,000
              
              $6.00
              
              $300,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




FORE
        CONVERTIBLE MASTER FUND, LTD.


By:
            /s/
              Hareesh ParanjapeName:  
                Hareesh Paranjape
              Title:    Assistant
                Secretary




Date: March
      17, 2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE215,400
              
              $6.00
              
              $1,292,400.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




FORE
        ERISA FUND, LTD.


By:
            /s/
              Hareesh ParanjapeName:  
                Hareesh Paranjape
              Title:    Assistant
                Secretary






Date:
      March 17, 2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE26,300
              
              $6.00
              
              $157,800.00











[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




FORE
        MULTI STRATEGY MASTER FUND, LTD.


By:
            /s/
              Hareesh ParanjapeName:  
                Hareesh Paranjape
              Title:    Assistant
                Secretary




Date: March
      17 ,
      2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE134,300
              
              $6.00
              
              $805,800









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




GLG
        NORTH
        AMERICAN OPPORTUNITY FUND


By:
            /s/ Tim
              KuschillName:  
                Tim Kuschill
              Title:    Legal
                CounselBy:
            /s/
              Simon WhiteName:  
                Simon White
              Title:    Chief
                Operating Officer




Date:
      March 17, 2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE166,667
              
              $6.00
              
              $1,000,000.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




HIGHBRIDGE
                INTERNATIONAL LLCBy:
            /s/
              Adam J. ChillName:  
                Adam J. Chill
              Title:    Managing
                Director




Date: March
      17 ,
      2006





NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE500,000
              
              $6.00
              
              $3,000,000









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




IROQUOIS
                MASTER FUNDBy:
            /s/
              Joshua SilvermanName:  
                Joshua Silverman
              Title:    Director






Date: March
      17 ,
      2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE125,000
              
              $6.00
              
              $750,000.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




INVESCO
                INSITUTIONAL INCOME GROWTHBy:
            /s/
              Mark BarnettName:  
                Mark Barnett
              Title:    Fund
                Manager






Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE5198
              
              $6.00
              
              $31,188.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




KENNETH
                HOBERMANBy:
            /s/ Kenneth
              HobermanName:  
                Kenneth Hoberman
              Title:






Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE42,334
              
              $6.00
              
              $254,004.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




KEYSTONE
                INVESTMENT TRUSTBy:
            /s/
              Mark BarnettName:  
                Mark Barnett
              Title:    Fund
                Manager




Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE29,208
              
              $6.00
              
              $175,248.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




By:
            /s/
              Hareesh ParanjapeMAN
                MAC I, LTD.
            
            
            Name:  
                Hareesh Paranjape
              Title:    Chief
                Portfolio Manager






Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE124,000
              
              $6.00
              
              $744,000.00











[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




MERLIN
                BIOMED, LPBy:
            /s/
              Norman SchleiferName:  
                Norman Schleifer
              Title:    Chief
                Financing Officer






Date: March
      17 ,
      2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE130,000
              
              $6.00
              
              $780,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




MERLIN
              BIOMED II, LPBy:
            /s/
              Norman SchleiferName:  
                Norman Schleifer
              Title:    Chief
                Financing Officer




Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE38,633
              
              $6.00
              
              $231,798









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




MERLIN
                BIOMED ROUNDTABLE FUND, LPBy:
            /s/
              Norman SchleiferName:  
                Norman Schleifer
              Title:    Chief
                Financing Officer




Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE7,700
              
              $6.00
              
              $46,200.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




MERLIN
        BIOMED INTERNATIONAL, LTD.


By:
            /s/
              Norman SchleiferName:  
                Norman Schleifer
              Title:    Chief
                Financing Officer




Date:
      March 17, 2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE157,000
              
              $6.00
              
              $942,000.00










[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




NARRAGANSETT
      OFFSHORE, LTD.


By:
            /s/
              Joseph L. Dowling, IIIName:  
                Joseph L. Dowling, III
              Title:    Authorized
                Signature




Date: March
      17 ,
      2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE260,000
              
              $6.00
              
              $1,560,000.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




NARRAGANSETT I, LPBy:
            /s/
              Joseph L. Dowling, IIIName:  
                Joseph L. Dowling, III
              Title:    Authorized
                Signature




Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE240,000
              
              $6.00
              
              $1,440,000.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




JAMES
              OLIVIEROBy:
            /s/
              James OlivieroName:  
                James Oliviero
              Title:




Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE11,000
              
              $6.00
              
              $66,000.00










[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




NORTH
                SOUND LEGACY INSTITUTIONAL FUND LLCBy:
            /s/
              Andrew B. DavidName:  
                Andrew B. David
              Title:    General
                Counsel




Date: March
      17 ,
      2006





NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE140,000
              
              $6.00
              
              $840,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




NORTH
        SOUND LEGACY INTERNATIONAL LTD.


By:
            /s/
              Andrew B. DavidName:  
                Andrew B. David
              Title:    General
                Counsel






Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE360,000
              
              $6.00
              
              $2,160,000.00











[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




PORTSIDE
        GROWTH AND OPPORTUNITY FUND


By:
            /s/
              Jeffrey SmithName:  
                Jeffrey Smith
              Title:    Authorized
                Signatory






Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE166,667
              
              $6.00
              
              $1,000,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




PERPETUAL
                INCOME AND GROWTH INVESTMENT TRUSTBy:
            /s/
              Mark BarnettName:  
                Mark Barnett
              Title:    Fund
                Manager




Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE9,790
              
              $6.00
              
              $568,740.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




RAQ,
                LLCBy:
            /s/
              Lindsay A. Rosenwald, MDName:  
                Lindsay A. Rosenwald, MD
              Title:    Managing
                Member






Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE41,666
              
              $6.00
              
              $250,000.00










[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




ROCK
                SECURITIES LIMITEDBy:
            /s/
              Simon DryanName:  
                Simon Dryan
              Title:    DirectorBy:
            /s/
              Kenneth KemsleyName:  
                Kenneth Kemsley
              Title:    Director






Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE83,333
              
              $6.00
              
              $500,000.00












[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




SENVEST
                MASTER FUND LPBy:
            /s/
              George MalikonisName:  
                George Malikonis
              Title:    Vice
                President






Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE104,000
              
              $6.00
              
              $624,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




SENVEST
              ISRAEL PARTNERS LPBy:
            /s/
              George MalikonisName:  George
                Malikonis
              Title:








Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE104,333
              
              $6.00
              
              $625,998.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




SONOSTAR
                CAPITAL PARTNERS LLCBy:
            /s/
              Gregory KiernanName:  
                Gregory Kiernan
              Title:    Managing
                Partner




Date: March
      17 ,
      2006




NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE83,333
              
              $6.00
              
              $499,998.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




VALESCO
                HEALTHCARE PARTNERS I LPBy:
            /s/
              I. Keith MaherName:  
                I. Keith Maher
              Title:    Portfolio
                Manager




Date: March
      17 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE14,000
              
              $6.00
              
              $84,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




VALESCO
                HEALTHCARE PARTNERS II LPBy:
            /s/
              I. Keith MaherName:  
                I. Keith Maher
              Title:    Portfolio
                Manager




Date: March
      17, 2006





NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE29,333
              
              $6.00
              
              $176,000.00









[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




VALESCO
                HEALTHCARE OVERSEAS FUND LPBy:
            /s/
              I. Keith MaherName:  
                I. Keith Maher
              Title:    Portfolio
                Manager




Date: March
      17, 2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE23,333
              
              $6.00
              
              $140,000.00







[PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]




YOURDENT
      LTD




By:
            /s/
              Yory RabinovitchName:  
                Yory Rabinovitch
              Title:    Chief
                Executive Officer




Date: March
      18 ,
      2006


NUMBER
                  OF ADR SHARES SUBSCRIBED FOR
              
              PRICE
                  PER SHARE
              
              TOTAL
                  PURCHASE PRICE33,333
              
              $6.00
              
              $199,998.00







The
      above-signed Purchaser hereby provides the following information to the
      Company:




1.  Please
      provide the following information regarding the Purchaser:




**Purchaser
                Name and Address:**______________________________________________
              
              ______________________________________________
              
              ______________________________________________**Telephone:**(
                ) ______-________
              
              **Facsimile:**(
                ) ______-_________
              
              **Email:**_______________________
              
              **Tax
                ID #:**_____________________




2.  If
      different from the information provided in Item 1 above, please provide the
      exact name that the Purchaser’s Shares are to be registered in (this is the name
      that will appear on the share certificate(s)) and/or to whom the Purchaser’s
      Warrants will be issued (the “ *Registered
      Holder* ”).
      The
      Purchaser may use a nominee name if appropriate:




**Registered
                Holder of the Shares and Warrants Name and Address:**______________________________________________
              
              ______________________________________________
              
              ______________________________________________**Facsimile:**(
                ) ______-_________









3.  Please
      describe the relationship between the Purchaser of the Shares and the Registered
      Holder of the Shares listed in response to Item 2 above, if
      different:










---






4.  If
      different from the information provided in Item 1 above, please provide the
      mailing address of the Registered Holder of the Shares listed in response to
      Item 2 above:
























5.  If
      different from the information provided above, please provide the number of
      Ordinary Shares beneficially owned (as determined in accordance with SEC Rule
      13d-3 under the Exchange Act) by the Purchaser immediately after Closing.
      Explain the nature of such beneficial ownership, including Ordinary Shares
      not
      held of record by the Purchaser. Disclose the details of any rights to acquire
      Ordinary Shares.























---



6.  Describe
      any position, office or other material relationship within the past three years
      that the Purchaser has, or has had, with the Company or its Affiliates other
      than as disclosed in the Registration Statement? If none, please state “Not
      Applicable.”




















**Please
      note that it is the Purchaser’s obligation to advise the Company promptly if any
      of the foregoing information changes during the effectiveness of the
      Registration Statement (except due to sales of Ordinary Shares pursuant
      thereto).**







**Exhibit
      C**





*Form
      of Opinion of Kantor & Co.*





1.  The
      Company is a corporation, validly existing and in good standing under the laws
      of the State of Israel, and has
      the
      corporate power and authority to carry on its business and to own, lease and
      operate its properties and assets as described in the Private Placement
      Memorandum. Except for the Subsidiary, the Company does not have any
      subsidiaries and does not own more than fifty percent (50%) of the outstanding
      capital stock of or control any other business entity.




2.  The
      Company has the corporate power and authority to enter into and perform its
      obligations under the Transaction Documents and to issue the Shares, the
      Warrants and the Warrant Shares. The execution and delivery of the Transaction
      Documents by the Company and the consummation by it of the transactions
      contemplated thereby have been duly authorized by all necessary corporate action
      of the Company.




3.  The
      Transaction Documents have been duly executed and delivered by the
      Company.




4.  The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby,
      including, without limitation, the issuance of the Shares, the Warrants and
      the
      Warrant Shares, do not and will not result in a violation of the Company’s
      Memorandum and Articles of Organization or bylaws.




5.  The
      Company has the authorized capitalization as set forth in the Private Placement
      Memorandum. The issuance of the Shares and the Warrants (and the issuance of
      the
      Warrant Shares upon exercise of the Warrants) by the Company in accordance
      with
      the Agreement is exempt from registration under the Securities Act of 1933,
      as
      amended. When so issued, when certificates representing such Shares and Warrant
      Shares have been duly executed, countersigned, registered and delivered in
      accordance with the Agreement, upon payment of the consideration therefor
      provided therein, the Shares and the Warrant Shares will be duly and validly
      authorized and issued, fully paid and nonassessable, free of any liens or
      encumbrances, or preemptive or similar rights, contained in the Company’s
      Memorandum and Articles of Organization or bylaws or any other instrument known
      to us and will conform to the description thereof contained in the Private
      Placement Memorandum.




*Form
      of Opinion of Alston & Bird LLP*




1.  The
      Company is
      duly
      qualified to do business and is in good standing as a foreign corporation in
      all
      U.S. jurisdictions in which the character of the property owned or leased or
      the
      nature of the business transacted by it makes qualification necessary, except
      where the failure to be so qualified or in good standing, as the case may be,
      would not have or reasonably be expected to result in Material Adverse Effect.









2.  The
      Subsidiary is a corporation, validly existing and in good standing under the
      laws of the State of Delaware, is
      duly
      qualified to do business and is in good standing as a foreign corporation in
      all
      jurisdictions in which the character of the property owned or leased or the
      nature of the business transacted by it makes qualification necessary, except
      where the failure to be so qualified or in good standing, as the case may be,
      would not have or reasonably be expected to result in Material Adverse Effect,
      and has
      the
      corporate power and authority to carry on its business and to own, lease and
      operate its properties and assets as described in the Private Placement
      Memorandum.




3.  The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby,
      including, without limitation, the issuance of the Shares, the Warrants and
      the
      Warrant Shares, do not and will not (i) result in a violation of the
      Subsidiary’s Certificate of Incorporation or bylaws; (ii) conflict with, or
      constitute a material default (or an event that with notice or lapse of time
      or
      both would become a default) under, require a consent under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, any
      Material Agreement; (iii) result in a violation of any law, rule or regulation
      of the United States or the State of New York; or (iv) to our knowledge, violate
      any judgment, order or decree of any court or governmental agency or body having
      jurisdiction over the Company or any of its properties or assets




4.  Except
      for the registration of the Securities under the Securities Act and such
      consents, approvals, authorizations, registrations or qualifications as may
      be
      required under applicable state securities laws in connection with the purchase
      and distribution of the Securities, no consent, approval, authorization or
      order
      of, or filing or registration with, any court, governmental agency or
      governmental body is required for the execution, delivery and performance of
      the
      Transaction Documents by the Company and the consummation by the Company of
      the
      transactions contemplated thereby.




5.  To
      our
      knowledge, no person or entity has the right to require registration of Ordinary
      Shares or other securities of the Company because of the filing or effectiveness
      of the Registration Statement, the consummation of the transactions contemplated
      in the Transaction Documents or otherwise, except for persons and entities
      who
      have expressly waived such right or who have been given proper notice and have
      failed to exercise such right within the time or times required under the terms
      and conditions of s uch
      right.




6.  The
      statements in the Private Placement Memorandum (other than the financial
      statements and related schedules and other financial and statistical data
      contained therein, as to which we express no opinion) under the headings "Risk
      Factors," "Business—Intellectual Property and Patents," "Business—Government and
      Industry Regulation," and "Business—Material Contracts" to the extent that they
      constitute summaries of matters of law or regulation or legal conclusions,
      have
      been reviewed by us and fairly summarize the matters described therein in all
      material respects









7.  To
      our
      knowledge and other than as set forth in the Private
      Placement Memorandum, there
      are no legal or governmental proceedings pending to which the Company is a
      party
      or of which any property or asset of the Company is the subject which,
      singularly or in the aggregate, if determined adversely to the Company, would
      prevent or adversely affect the ability of the Company to perform its
      obligations under the Transaction Documents; and, to our knowledge, no such
      proceedings are threatened or contemplated by governmental authorities or
      threatened by others.





*Alston
      & Bird to also confirm:*





We
      have
      reviewed certain corporate records and other documents of the Company and its
      subsidiary and have participated in conferences with officers and other
      representatives of the Company, its subsidiary, your representatives, your
      counsel and the Company’s independent public accountants at which the contents
      of the Private Placement Memorandum and the Transaction Documents and related
      matters were discussed. Because of the inherent limitations in the independent
      verification of factual matters and because of the inherent limitations involved
      in the preparation of registration statements under the Securities Act, we
      are
      not passing upon and do not assume any responsibility for, and make no
      representation that we have independently verified, the accuracy, completeness
      or fairness of the information and statements contained in the Private Placement
      Memorandum and the Transaction Documents. We have no reason to believe that
      on
      the date of issuance of the Private Placement Memorandum, or the date hereof,
      the Private Placement Memorandum and the Transaction Documents contained an
      untrue statement of a material fact or omitted to state any material fact
      required to be stated therein or necessary to make the statements therein not
      misleading or that the Private Placement Memorandum as of its date and the
      Private Placement Memorandum and the Transaction Documents on the date hereof
      included or includes any untrue statement of a material fact or omitted or
      omits
      to state a material fact necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading (in each case,
      other than the financial statements and other financial information contained
      therein, as to which we express no opinion).