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Exhibit 10.1.1

AMENDMENT TO THE ASSET PURCHASE AGREEMENT(the
Amendment)

THIS AMENDMENT, is made
and entered into as of April 2, 2009, by and among MabCure Inc. (f/k/a
Smartec Holdings Inc.), (Pubco), Indigoleaf Associates Ltd. (the
Vendor), and Dr. Amnon Gonenne (the Executive). (Together the
Parties, and each individually, a Party).

WHEREAS, Pubco, the Vendor
and the Executive entered into an Asset Purchase Agreement dated January 10,
2008 (the Agreement); and

WHEREAS, the Executive, as
one of the founders of the cancer therapy and detection business of Pubco, was
granted the Executive Shares as founder shares; and

WHEREAS,the Executive is
one of the key employees of Pubco, and his continued engagement with Pubco for a
certain period of time is important for the growth and development of Pubco;
and

**WHEREAS**, the
foregoing points were not clearly set forth in the Agreement; and

WHEREAS, the Parties are
interested in amending the Agreement to clarify the intent of the Parties and to
correct a mistake in the description of the Executive Shares, while leaving the
Agreements remaining terms and conditions in full force and effect.

**NOW THEREFORE**,
the Parties hereby agree to amend the Agreement as follows:

1. Except as specifically modified by this Amendment, the terms
and conditions of the Agreement shall remain in full force and effect and shall
continue to govern the business relationship among the Parties. The effective
date of this Amendment shall be the date of the Agreement. In the event of any
inconsistency between the terms of this Amendment and the terms of the
Agreement, the terms of this Amendment shall control.

2. The capitalized terms used in this Amendment shall have the
meanings ascribed to them in the Agreement, unless defined otherwise herein.

3. Section 3 of the Agreement shall be deleted and replaced
with the following amended Section 3:

| | 3.  | The Executive Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3.1 | At the Closing, in consideration of the services provided
      by the Executive as one of the founders of the cancer detection and
      therapy business of Pubco, Pubco shall issue to the Executive 6,409,600
      common shares in the capital of Pubco (the "Executive Shares"; the
      Executive Shares and the Vendor Shares collectively, the "Transaction
      Shares") as founders stock, which shares when issued shall be issued
      as fully-paid and non-assessable.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3.2 | Notwithstanding the foregoing, the Executive agrees and
      acknowledges that 75% of the Executive Shares (i.e. 4,807,200
      shares; the "Repurchase Shares") shall be subject to a Lapsing
      Repurchase                                                                                                                                                                                                                                                                        

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| |     | Right (as defined in Section 3.3 below) and such shares
      shall be held in escrow by the Escrow Agent (as defined below). The
      Repurchase Shares shall be released from the Lapsing Repurchase Right and
      shall be no longer subject thereto following an 18 month period from the
      Closing. The Repurchase Shares shall be released in three 6-month
      intervals (each an "Interval"), such that 1/3 of the Repurchase
      Shares (i.e. 1,602,400 shares) shall be released from the Lapsing
      Repurchase Right at the end of each Interval, provided that at each
      respective Interval the Executive continues to be retained by Pubco
      pursuant to the employment agreement (the "CEO Employment
      Agreement") to be entered into by Pubco and the Executive. All of the
      Repurchase Shares shall be released from the Lapsing Repurchase Right and
      no longer subject thereto upon the expiration of a continuous period of
      employment of 18 months from the Closing (the "Employment
      Term").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.3 | The Lapsing Repurchase Right shall mean Pubcos right to
      repurchase the Repurchase Shares from the Executive, as described in this
      Section 3.3. Notwithstanding anything to the contrary in this Agreement,
      the parties agree that in the event that Pubco shall be prohibited, on
      account of any applicable law, from repurchasing the Repurchase Shares,
      Pubco may assign the Lapsing Repurchase Right (or designate as the party
      or parties entitled to exercise the Lapsing Repurchase Right) to all of
      the stockholders of Pubco, on a pro-rata basis, all under the same terms
      and conditions as set forth in this Agreement. The Lapsing Repurchase
      Right shall be exercisable with respect to all of the then Repurchase
      Shares (subject to the provisions of Section 3.4 below) if the CEO
      Employment Agreement is terminated before the end of the Employment Term
      (the Trigger Event). Within one hundred and twenty (120) days of
      the occurrence of the Trigger Event, Pubco shall exercise the Lapsing
      Repurchase Right unless the majority of independent Directors of Pubco
      determines not to exercise the Lapsing Repurchase Right. Upon exercise of
      the Lapsing Repurchase Right, Pubco, or its assignee or designee, shall
      pay the Executive an amount equal to the par value of each of the
      Repurchase Shares being repurchased.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.4 | Notwithstanding the foregoing, if, prior to the 18-month
      anniversary of the Closing: (a) Pubco terminates the services of the
      Executive without "cause", as defined below, or (b) in the event of a
      "change of control" of Pubco (defined as the amalgamation, arrangement,
      merger, consolidation or other combination of Pubco with another entity
      pursuant to which the shareholders of Pubco immediately before such
      amalgamation, agreement, merger, consolidation or other combination do not
      own securities of the successor or continuing entity which would entitle
      them to cast more than 50% of the votes attaching to all common shares in
      the capital of the successor or continuing entity immediately thereafter),
      then all the Repurchase Shares not yet released from the Lapsing
      Repurchase Right shall be released immediately from the Lapsing Repurchase
      Right and shall no longer be subject thereto. Furthermore, and
      notwithstanding the foregoing, if, prior to the 18- month anniversary of
      the Closing, the Executive is unable to substantially perform his duties
      according to the terms of the CEO Employment Agreement by reason of his
      death or "disability" (defined as the inability of the Executive to
      perform the material and substantial duties pursuant to the terms of the
      CEO Employment Agreement on a full-time basis for a period of four
      consecutive weeks during the Employment Term), then the number of
      Repurchase Shares that would have been released from the Lapsing
      Repurchase Right at the next proceeding Interval shall be released
      immediately from the Lapsing Repurchase Right and shall no longer be
      subject thereto. For purposes of this Agreement, cause is defined as:
      (i) the continued failure by the Executive to substantially perform his
      duties according to the terms of the CEO Employment Agreement (other than
      any such failure resulting from the death or disability (as defined below)
      of the Executive) after Pubco shall have given the Executive reasonable
      notice in writing of such failure and a reasonable opportunity, of not
      less than 30 days, to correct same, (ii) the conviction of the Executive
      for embezzlement, theft, fraud or other criminal offence, (iii) the breach
      by the Executive of a fiduciary duty owed to Pubco, or (iv) the breach by
      the Executive of any confidentiality or non-competition agreement of
      undertaking of the Executive).

4. Section 8 of the Agreement shall be amended such that (a)
the opening clause of the first sentence of Section 8 shall be modified to read
as follows: To ensure compliance with the No

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Sale Limitation and the Lapsing Repurchase Right under Section
3 hereof, . . . , and (b) the words and vested which appear in parentheses in
the second sentence of Section 8 shall be deleted.

5. Section 11 of the Agreement shall be amended such that the
phrase in parentheses in the first sentence of Section 11 shall be modified to
read as follow: (but expressly including the Repurchase Shares, even if not yet
released from the Lapsing Repurchase Right).

6. Section 21(l) of the Agreement shall be amended to read as
follows: The Executive having delivered to Pubco a "medallion guaranteed" Stock
Power of Attorney in respect of the Repurchase Shares; and.

7. This Amendment and the Agreement constitute the entire
agreement among the Parties with respect to the subject matter herein and
therein, and supersede all prior agreements and understandings among the Parties
with respect to the subject mater hereof or thereof.

**IN WITNESS
HEREOF**, the Parties have executed this Amendment.

|MabCure Inc.          | Indigoleaf Associates Ltd.
|--------------------- | --------------------------
|                      |                           
|                      |                           
|/s/ Itshak Zivan      | /s/ Dr. Elisha Orr        
|Name: Itshak Zivan    | Name: Dr. Elisha Orr      
|Title: Director       | Title: Director           
|Date: March 18, 2009  | Date: April 2, 2009       
|                      |                           
|                      |                           
|Dr. Amnon Gonenne     |                           
|                      |                           
|/s/ Dr. Amnon Gonenne |                           
|Date: April 1, 2009   |                           

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