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Exhibit 10.8.2

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (Agreement), dated January
1, 2009 (the Effective Date), is entered into by and

|Between | MabCure, N.V.                                                                          
|------- | ---------------------------------------------------------------------------------------
|        | With registered offices in B-3500 Hasselt
      (Belgium), De Schiervellaan 3/1, hereby
|        | represented by Dr. Amnon Gonenne, Managing
      Director;                             
|        | (hereinafter referred to as MabCure).                                                
|        |                                                                                        
|        |                                                                                        
|and     | Dr. Elisha Orr                                                                         
|        | Residing 12 Hameistraat, 3600 Genk, Belgium;                                           
|        | (hereinafter referred to as Director).                                               
|        |                                                                                        
|        | MabCure and Director are hereafter together
      also referred to as the Parties and
|        | individually as a Party.                                                             

WHEREAS MABCUREis engaged in the business of developing
and manufacturing products for cancer detection and therapy;

WHEREAS DIRECTORis the scientific founder of MabCure,
Inc. and was nominated as Director of MabCure, N.V. at its inception in October
2008;

WHEREAS MABCUREand Director are interested in having
Director provide MabCure with independent management and Chief Scientific
Officer services (the Services);

WHEREAS PARTIESwish to collaborate in a mutual
independent manner under the terms and conditions herein set forth;

NOW IT IS AGREEDas follows:

|1 | Conditions of Performance of the
Services
|- | -----------------------------------------
|  |                                          
|  | 1.1                                      
|  |                                          
|  | 1.2                                      
|  |                                          
|  | 1.3                                      
|  |                                          
|  | 1.4                                      
|  |                                          
|  | 1.5                                      

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| | 1.5.1  | develop and implement MabCures long-term technical
      strategy and vision, which includes providing overall strategic direction
      to the R&D organization;                                                                                                                                                                                       
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.2  | oversee the development and direction of research aimed
      at improving current products and generating new products and
    services;                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.3  | manage R&D budget and activities;                                                                                                                                                                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.4  | identify new cancer detection and therapy technologies,
      issues and opportunities through linkages with universities and other
      institutions and recommend courses of action;                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.5  | identify niche opportunities and support new market
      creation;                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.6  | coordinate solutions/technical efforts across the
      enterprise;                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.7  | conduct independent "peer reviews";                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.8  | guide development and management of MabCures patents and
      other intellectual property;                                                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.9  | steward the development of technical skills in research
      staff; and                                                                                                                                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                                                          
| | 1.5.10 | carry out supervisory responsibilities in accordance with
      Mabcures policies and applicable laws, including, but not limited to,
      interviewing, hiring and training employees; planning, assigning and
      directing work; appraising performance; rewarding and disciplining
      employees; addressing complaints and resolving
problems.

| | 1.6  | The Services shall be rendered only by the Director.
      Given the level of qualifications required for the proper performance of
      the Services, Director agrees not to designate any other expert or
      consultant without the prior consultation with and written consent of
      MabCure.                                                                                                                                                               
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.7  | Director shall provide the Services and respond to
      MabCures reasonable enquiries according to Directors best professional
      standards and within the reasonable time limits agreed upon with MabCure.
      In the performance of the Services, Director shall be guided by the
      guidelines set forth by MabCures board of directors whilst maintaining
      all freedom and autonomy in organizing the performance of the
    Services.           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.8  | During the Term of present agreement, Director shall not
      provide services to any other company.                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.9  | Director shall ensure that the Services are performed
      with due diligence and in a safe and competent manner. Director shall
      acquaint himself and comply with any working practices, rules or
      procedures applicable to others (whether independent contractors or
      employees) at any location where Director is performing the Services
      (whether or not at MabCures premises). Director shall also comply with
      all applicable laws.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.10 | Director shall act in, and use its best endeavors to
      promote and protect, the interests of MabCure in accordance with the
      general policy and directions of MabCure.                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.11 | Director will provide the full benefit of its knowledge,
      expertise, technical skill and ingenuity in connection with the provision
      of the services and devotes his time, attention and abilities at such
      times as may be necessary for the proper performance of the
    Services.                                                                                                                                                                  

|2 | Compensation
|- | ------------
|  |             
|  | 2.1         
|  |             
|  | 2.2         

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|  | 2.3                          | MabCure agrees to reimburse Director for any reasonable
      and justified out-of-pocket expenses necessarily incurred by Director on
      behalf of MabCure in the performance of the Services herein, such as
      international travel and lodging cost, against the presentation of written
      receipts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | 2.4                          | Director shall invoice the Consultancy Fee and
      out-of-pocket expenses on a monthly basis to MabCure, and such invoices
      will be payable within 15 days of the invoice date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3 | Confidentiality             
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | 3.1                          | Director understands and agrees that, in the performance
      of the Services, director shall obtain knowledge of confidential
      information relating to the business or affairs of MabCure or of any of
      its affiliates. Director shall treat all such confidential information,
      including all know-how, work methods, processes, company and production
      secrets, client lists (users), technical, trade and financial information,
      data on wage lists, agreements, reports, software, databases, technical
      drawings and plans, and any other information of whatever nature, directly
      or indirectly related to MabCure or the activities of MabCure, that become
      known to Director or that are created by Director during the course of the
      Agreement, at all times, both during the performance of the Agreement and
      after its termination, as confidential information of MabCure.                                                                                                                                                                                                                                                                                                                  
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | 3.2                          | Director shall not to use, distribute or disclose in any
      way whatsoever or communicate to a third party the above-mentioned
      confidential information and know-how, both during the employment contract
      and after its termination, neither in his or her own interest nor in the
      interest of others, and shall take all measures to prevent the unlawful
      distribution of this information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | 3.3                          | Director shall not publish any article in connection with
      the Services or with respect to MabCures confidential information without
      the prior written consent of MabCure. All speeches and publications
      related to Directors activities within MabCure and the activities of
      MabCure shall require the prior written consent of MabCure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4 | Ownership and Inventions    
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | 4.1                          | It is understood that all intellectual property,
      including the copyright, in any and all work product, documents,
      inventions, discoveries, improvements, sheets or models produced,
      developed, or conceived by Director in connection with the Services
      hereunder, are and will be the exclusive property of MabCure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | 4.2                          | Director shall inform MabCure about any work, invention,
      discovery or improvement, patentable or protectable by any other
      intellectual property rights, which may but need not include copyright,
      which he creates, designs or produces, either alone or in conjunction with
      others, in the course this Agreement and relating to, or which is likely
      to become connected with, or which could be associated with, any matter
      whatsoever constituting or which might constitute an activity of MabCure,
      or which has been or may be investigated by MabCure. Director acknowledges
      that such work, inventions, discoveries or improvements belong exclusively
      to MabCure and hereby assigns and transfers any and all rights including
      the copyright thereto to MabCure. Director shall refrain from any act
      which would infringe MabCures rights and Director shall not register any
      patent relating to these works, inventions, discoveries or improvements
      without the approval of MabCure. Director acknowledges and accepts that
      such assignment and transfer of rights are adequately compensated by the
      remuneration as provided in Article 2 of this Agreement.
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5 | No Employment or Partnership
|  |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | 5.1                          | Nothing contained in this Agreement shall be construed or
      have effect as constituting any relationship of employer and employee, or
      partners between MabCure and Director. Director and MabCure agree that
      Director is and shall be an independent contractor of MabCure for all
      purposes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|   | 5.2                             | This Agreement does not create any relationship of
      agency, whereby Director can act on behalf of and bind MabCure and/or
      vice versa, except within his authority as director of MabCure N.V.
      or when a special proxy has been granted to that effect by the Managing
      Director or Board of Directors of MabCure N.V.                                                                                                                                                                                                                                
|-- | ------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6  | Warranties                     
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 6.1                             | Director warrants to MabCure that by entering into this
      Agreement and performing the Services, Director shall not be in breach of
      any contract or other obligation.                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7  | Liability                      
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 7.1                             | Director will use his best endeavors that the services as
      outlined above are rendered timely and at professional level but Director
      can give no warranty that the results will fully meet the objectives
      sought.                                                                                                                                                                                                                                                                                                                                         
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 7.2                             | Director will not be liable for the consequences of
      decisions, actions or omissions made by MabCure, based upon Directors
      performance of the Services or any other consultancy service or advice
      provided by Director hereunder to MabCure, and MabCure will hold harmless
      and indemnify Director for any third party claim brought against Director
      in connection with MabCures decisions, actions or ommissions in this
      respect, except to the extent the claim arises from the negligence or
      willful misconduct of Director.
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8  | Duration and termination       
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 8.1                             | This Agreement is entered into for an indefinite
      duration, commencing on the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 8.2                             | Either Party may terminate the Agreement, without any
      damages being due, by giving 90 days written notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 8.3                             | This Agreement may immediately be terminated by either
      Party in case of breach by the other Party of a material provision of this
      Agreement that is not remedied within 30 days of written notice of such
      breach.                                                                                                                                                                                                                                                                                                                                        
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 8.4                             | Upon termination pursuant to Section 8.2 above, no
      compensation shall be due by either Party to the other Party, except for
      the fees and expenses accrued as per section 2 hereof.                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 8.5                             | Upon termination of this Agreement for whatever reason,
      Director shall deliver to MabCure all books, documents, papers, materials
      and other property relating to the business of MabCure which may then be
      in its possession or under its control.                                                                                                                                                                                                                                                                                                       
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 8.6                             | Articles 3, 4, and 5 shall survive the termination of
      this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9  | General                        
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.1                             | Notwithstanding that any provision of this Agreement may
      prove to be illegal or unenforceable, the remaining provisions of this
      Agreement shall continue in full force and effect.                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.2                             | No variation, modification, alteration or waiver of any
      of the terms of this Agreement shall be of any effect unless in writing,
      signed on behalf of each of the Parties.                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.3                             | This Agreement supersedes Directors employment agreement
      with MabCure Inc., and Director acknowledges that the employment agreement
      is null and void and of no further effect.                                                                                                                                                                                                                                                                                                                                                                                
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10 | Applicable law and jurisdiction
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 10.1                            | The Agreement shall be governed exclusively by and
      interpreted in accordance with the laws of the Kingdom of
  Belgium.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 10.2                            | Any disputes between the Parties hereto, arising out or
      in relation with the Agreement shall be exclusively and definitively
      settled in accordance with the arbitration rules of the International
      Chamber of Commerce (ICC), by one arbitrator appointed in accordance with
      these rules. The place of arbitration shall be Hasselt and the language of
  the proceedings shall be English.                                                                                                                                                        

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| | 10.3 | This arbitration clause does not exclude the right of
      both parties to ask for interim relief before the President of the
      Tribunal de Commerce of Brussels or any other court having
      jurisdiction.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                    
| | 10.4 | The Agreement is executed in two true copies, and each
      Party acknowledges having received an original.                                                                                                       

IN WITNESS WHEREOF, the Parties have caused this
Agreement to be signed by their duly authorized representatives and officers in
two originals, one for each Party.

|Dr. Elisha Orr | MabCure, N.V.
|-------------- | -------------

|      | Dr. Amnon Gonenne
|----- | -----------------
|      | Managing Director
|      |                  
|Date: | Date:            

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