Exhibit 10.1

This SERVICE AGREEMENT (this “Agreement”) is made as of 30^th of June, 2022, by and between Raphael Pharmaceutical INC. (the “Company”), and JOSEPH PRESS (the “Adviser”/so called “JOSEPH”).

RECITALS

WHEREAS, Joseph serves as the Chairman of the Board of Directors in the company;

WHEREAS, Joseph intend to retire for pension at the end of this month;

WHEREAS, the Company desires to engage Joseph to be an independent medical adviser of the company, and Joseph desires to be an independent adviser on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Appointment of Joseph to be medical adviser; Relationship of Company and Joseph.

Joseph shall provide medical advises services to the Company upon the company requests, as hereinafter provided. The adviser, at all times, shall be independent of the Company. Nothing contained herein shall be deemed to make or render the Company a partner, co-venturer or other participant in the business or operations of Joseph, or in any manner to render Company liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of Joseph. Similarly, nothing contained herein shall be deemed to make or render Joseph a partner, co-venturer or other participant in the business or operations of the Company, or in any manner to render Joseph liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of Company.

2. Services Descriptions.

Commencing on the date of this Agreement, Joseph will provide, supply and render such services, advises and operational support services as are necessary to provide service to the Company and, as more specifically described below, shall:

3. Obligations of the Company.

Prior to the expiration of this Agreement, the Company shall provide Joseph with true and correct information relating to all functions for which Joseph has responsibility hereunder, and shall not take any action to interfere with Joseph’s performance of its duties hereunder.

4. Location.

During the term of this Agreement, the business of the Company will be serviced by Joseph from the company’s office Haifa, Israel or any other location selected by company.

5. Compensation.

While Joseph is employed by the Company hereunder and as otherwise provided in this agreement, the Company shall pay Joseph a fee of $1,000 per medical advises meeting or service. The CEO will send to Joseph a request for advise services or any meeting in writing (by email) prior to any use of such advises services.

The company will grant Joseph 280,000 Shares at zero cost & 105,000 warrants for 2 year (until 30.06.24) at an execution price of $1.12 per Warrant.

6. Term of Agreement; Termination of Rights.

(a) Joseph will end his services as a director by the end of June 2022.

(b) The company may use in the future his medical advice services & Joseph may give his advice services to the company upon his wishes & abilities.

7. Additional Provisions.

(a) This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto.

(b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of ISRAEL applicable to agreements made, delivered and to be performed within such State.

(c) This Agreement may not be assigned by Company or Joseph.

(d) All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties hereto and their respective successors and assigns.

(e) If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.

(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(g) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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

Signed this 30^th day of June, 2022.

3

Exhibit 10.2

This MANAGEMENT AND OPERATIONS AGREEMENT (this “Agreement”) is made as of JULY 5^th 2022, by and between Raphael Pharmaceutical ltd. (the “Company”), and Sheffa Enterprises, INC., a New Jersey corporation/ Shlomo Pilo (the “Manager”).

RECITALS

WHERES, the parties signed a management agreement on 1^st June 2019 (“so call: “the previous agreement”;

WHERES, the parties agreed to cancel the previous agreement and to engage the following agreement;

WHEREAS, the Company desires to engage the Manager to manage its Business, and the Manager desires to retain, operate and manage the Business on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Appointment of Manager; Relationship of Company and the Manager.

Manager shall provide management and operational support services to the Company, as hereinafter provided. Manager, at all times, shall be independent of the Company. Nothing contained herein shall be deemed to make or render the Company a partner, co-venturer or other participant in the business or operations of the Manager, or in any manner to render Company liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of Manager. Similarly, nothing contained herein shall be deemed to make or render the Manager a partner, co-venturer or other participant in the business or operations of the Company, or in any manner to render Manager liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of Company.

2. Management Services.

Commencing on the date of this Agreement, Manager will provide, supply and render such management and operational support services as are necessary to provide service to the Company and, as more specifically described below, shall:

Notwithstanding the foregoing, the Manager shall not have the authority, without the express written consent of the board of the directors of the Company, to purchase in the name of the Company, or for use by the Company in the Business, any assets outside the ordinary course of business, or incur any indebtedness outside the ordinary course of business.

3. Obligations of the Company.

Prior to the expiration of this Agreement, the Company shall provide the Manager with true and correct information relating to all functions for which the Manager has responsibility hereunder, and shall not take any action to interfere with the Manager’s performance of its duties hereunder.

4. Additional Agreements of the Manager.

The Manager agrees that at all times during the term of this Agreement it shall, to the extent the Company has adequate funds thereto:

(a) Do nothing, and permit nothing to be done (which is within the control of the Manager), which will or might cause the Company to operate in an improper or illegal manner.

(b) Not cause a default in any of the terms, conditions and obligations of any of the contracts and other agreements of the Company.

(c) To the extent permissible by law, maintain in full force its licenses and permits in the State of Israel and comply fully with all laws respecting its formation, existence, activities and operations.

(d) Allow the Company and the employees, attorneys, accountants and other representatives of the Company, full and free access to its books and records, and all of the facilities of the Company relating to the Business.

5. General and Administrative Activities.

To the extent that Manager shall deem it necessary or desirable, Manager shall have the power and authority to combine and integrate, at its own office (including those of an affiliate), the “general and administrative” (as such term is used in accounting practice) activities of the Business, including, but not limited to, all accounting, bookkeeping, record-keeping, paying, receiving and other fiscal or financial activities, with those of Manager, provided that any obligation of the Company to share or defer costs of such office shall but subject to the subsequent agreement of the Company.

6. Location.

During the term of this Agreement, the business of the Company will be serviced by Manager from the Manager’s office in Lui-Paster 4 Tel Aviv Jaffa, Israel or any other location selected by Manager.

7. Compensation.

While Manager is employed by the Company hereunder and as otherwise provided in this Agreement, the Company shall pay to Manager a monthly fee in the amount of $20,000, payable in advance, with the first payment being due and payable on January 1^st, 2023, and each succeeding payment being due and payable on the first day of each succeeding calendar quarter during the term of this Agreement. It should be noted that until end of year 2022, the manager fee’s will remain according to June 1^st 2019 agreement.

While Manager is employed by the Company hereunder, the Company shall reimburse Manager for all reasonable and necessary out-of-pocket business, travel and entertainment expenses incurred by it in the performance of its duties and responsibilities hereunder, subject to the Company’s normal policies and procedures for expense verification and documentation.

8. Term of Agreement; Termination of Rights.

(a) The term of this Agreement shall commence on its execution, and expire, unless terminated or extended in writing, on December 31, 2024. Upon termination of this Agreement, all books and records relating to the operation of the Business shall be immediately returned to the Company. Notwithstanding the foregoing, the Company may terminate this Agreement prior to the expiration of its term upon one hundred & twenty (120) days advance notice and the payment to the Manager of a termination fee equal to the lesser of a) $360,000, or b) the monthly management fee paid or payable to the Manager pursuant to Paragraph 7 herein for the remaining this Agreement.

(b) Company may, at its option, upon ten (10) days’ written notice terminate this Agreement (if such default is not cured within such ten (10) day period or such longer period as required to effect a cure if a cure is commenced within 10 days and diligently prosecuted): (i) if Manager shall violate any material provision of this Management Agreement; (ii) if Manager shall violate or be in material breach of any provision, representation, warranty, covenant or undertaking herein; or (iii) if Manager (a) makes an assignment for the benefit of creditors, (b) is adjudicated a bankrupt, (c) files or has filed against it any bankruptcy, reorganization, liquidation or similar petition or any petition seeking the appointment of a receiver, conservator or other representative, or (d) proposes a composition arrangement with creditors. The date on which this Agreement is terminated pursuant to Section 8(a) above or this Section 8(b) is hereinafter referred to as the “Expiration Date”.

9. Indemnification.

(a) Company shall indemnify, defend and hold harmless Manager and its affiliates, their respective shareholders, officers, directors, employees, and agents, against and in respect of any and all Losses arising out of or due to the operation of the Business by Company, its affiliates, agents, servants and/or employees prior to the commencement of the term of this Management Agreement. The obligations set forth in this Section 9(b) shall survive for a period of one (1) year following the Expiration Date.

10. Additional Provisions.

(a) This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto.

(b) This Agreement replaced the previous agreement & the parties see the previous agreement as void.

(c) This Agreement shall be governed by, and construed in accordance with, the laws of the State of ISRAEL applicable to agreements made, delivered and to be performed within such State.

(c) This Agreement may not be assigned by Company or Manager, except that Manager may in its sole discretion assign this Agreement to a properly licensed affiliate performing similar types of services. Upon any assignment Manager shall remain primarily liable and also be jointly and severally liable to Company for performance of Manager’s duties herein.

(d) All of the terms and provisions of this Management Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties hereto and their respective successors and assigns. Except for affiliates of the Company and Manager and their respective shareholders, officers, directors, employees and agents, no person other than the parties hereto shall be a third party beneficiary of this Agreement or have any rights hereunder.

(e) If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.

(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(g) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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

5

Exhibit 10.3

This OPERATIONS AGREEMENT (this “Agreement”) is made as of JULY 5^th ,2022, by and between Raphael Pharmaceutical ltd. (the “Company”), and Guy Ofir & Co. SRL a Romanian Company no. J40/1123/2007 OR ADV’ GUY OFIR I.D. 172910400069 (the “CFO, Legal Adviser & Director”).

RECITALS

WHEREAS, the Company desires to engage the CFO into this agreement, and the CFO desires & agree to all the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Appointment of CFO, Legal Adviser & Director and it’s relationship with the Company.

CFO shall provide CFO, Legal Advises & Director Services to the Company, as hereinafter provided. CFO, at all times, shall be independent of the Company. Nothing contained herein shall be deemed to make or render the Company a partner, co-venturer or other participant in the business or operations of the CFO, or in any manner to render Company liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of CFO. Similarly, nothing contained herein shall be deemed to make or render the CFO a partner, co-venturer or other participant in the business or operations of the Company, or in any manner to render CFO liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of Company.

2. CFO Services.

Commencing on the date of this Agreement, CFO will provide, supply and render such services and operational support services as are necessary to provide service to the Company and, as more specifically described below, shall:

3. Obligations of the Company.

Prior to the expiration of this Agreement, the Company shall provide the CFO with true and correct information relating to all functions for which the CFO has responsibility hereunder, and shall not take any action to interfere with the CFO’s performance of its duties hereunder.

4. Additional Agreements of the CFO.

The CFO agrees that at all times during the term of this Agreement it shall, to the extent the Company has adequate funds thereto:

(a) Do nothing, and permit nothing to be done (which is within the control of the CFO), which will or might cause the Company to operate in an improper or illegal manner.

(b) Not cause a default in any of the terms, conditions and obligations of any of the contracts and other agreements of the Company.

(c) To the extent permissible by law, maintain in full force its licenses and permits in the State of Israel and comply fully with all laws respecting its formation, existence, activities and operations.

(d) Allow the Company and the employees, attorneys, accountants and other representatives of the Company, full and free access to its books and records, and all of the facilities of the Company relating to the Business.

5. General and Administrative Activities.

To the extent that CFO shall deem it necessary or desirable, CFO shall have the power and authority to combine and integrate, at its own office (including those of an affiliate), the “general and administrative” (as such term is used in accounting practice) activities of the Business, including, but not limited to, all accounting, bookkeeping, record-keeping, paying, receiving and other fiscal or financial activities, with those of CFO, provided that any obligation of the Company to share or defer costs of such office shall but subject to the subsequent agreement of the Company.

6. Location.

During the term of this Agreement, the business of the Company will be serviced by CFO from the Manager’s (CEO) office in Lui-Paster 4 Tel Aviv Jaffa, Israel or any other location selected by Manager (CEO).

7. Compensation.

While CFO is employed by the Company hereunder and as otherwise provided in this Agreement, the Company shall pay to CFO a monthly fee in the amount of $12,000, payable in advance, with the first payment being due and payable on January 1^st, 2023, and each succeeding payment being due and payable on the first day of each succeeding calendar quarter during the term of this Agreement. The parties agreed that between 1.7.2022-31.12.2022 the CFO fees will remain $6,000 per month.

While CEO is employed by the Company hereunder, the Company shall reimburse CFO for all reasonable and necessary out-of-pocket business, travel and entertainment expenses incurred by it in the performance of its duties and responsibilities hereunder, subject to the Company’s normal policies and procedures for expense verification and documentation.

8. Term of Agreement; Termination of Rights.

(a) The term of this Agreement shall commence on its execution, and expire, unless terminated or extended in writing, on December 31, 2024. Upon termination of this Agreement, all books and records relating to the operation of the Business shall be immediately returned to the Company. Notwithstanding the foregoing, the Company may terminate this Agreement prior to the expiration of its term upon one hundred & twenty (120) days advance notice and the payment to the CFO of a termination fee equal to the lesser of a) $120,000, or b) the monthly CFO’s fee paid or payable to the CFO pursuant to Paragraph 7 herein for the remaining this Agreement.

(b) Company may, at its option, upon ten (10) days’ written notice terminate this Agreement (if such default is not cured within such ten (10) day period or such longer period as required to effect a cure if a cure is commenced within 10 days and diligently prosecuted): (i) if CFO shall violate any material provision of this Agreement; (ii) if CFO shall violate or be in material breach of any provision, representation, warranty, covenant or undertaking herein; or (iii) if CFO (a) makes an assignment for the benefit of creditors, (b) is adjudicated a bankrupt, (c) files or has filed against it any bankruptcy, reorganization, liquidation or similar petition or any petition seeking the appointment of a receiver, conservator or other representative, or (d) proposes a composition arrangement with creditors. The date on which this Agreement is terminated pursuant to Section 8(a) above or this Section 8(b) is hereinafter referred to as the “Expiration Date”.

9. Indemnification.

(a) Company shall indemnify, defend and hold harmless CFO and its affiliates, their respective shareholders, officers, directors, employees, and agents, against and in respect of any and all Losses arising out of or due to the operation of the Business by Company, its affiliates, agents, servants and/or employees prior to the commencement of the term of this Agreement. The obligations set forth in this Section 9(b) shall survive for a period of one (1) year following the Expiration Date.

10. Additional Provisions.

(a) This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto.

(b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of ISRAEL applicable to agreements made, delivered and to be performed within such State.

(c) This Agreement may not be assigned by Company or CFO, except that CFO may in its sole discretion assign this Agreement to a properly licensed affiliate performing similar types of services. Upon any assignment CFO shall remain primarily liable and also be jointly and severally liable to Company for performance of CFO’s duties herein.

(d) All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties hereto and their respective successors and assigns. Except for affiliates of the Company and CFO and their respective shareholders, officers, directors, employees and agents, no person other than the parties hereto shall be a third party beneficiary of this Agreement or have any rights hereunder.

(e) If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.

(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(g) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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

5

Exhibit 10.4

This SERVICE AGREEMENT (this “Agreement”) is made as of 5^th of July, 2022, by and between Raphael Pharmaceutical INC. (the “Company”),, and DR. IGAL LOURIA HAYON (the “CTO”/so called “IGAL”).

RECITALS

WHEREAS, the Company desires to engage IGAL to be the Chief Technology officer (so called: “CTO”) & DIRECTOR of the company, and IGAL desires to be the CTO & board Member on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Appointment of IGAL to be CTO & DIRECTOR; Relationship of Company and IGAL.

Igal shall provide technological operational support services to the Company, as hereinafter provided. Igal, at all times, shall be independent of the Company. Nothing contained herein shall be deemed to make or render the Company a partner, co-venturer or other participant in the business or operations of Igal, or in any manner to render Company liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of Igal. Similarly, nothing contained herein shall be deemed to make or render Igal a partner, co-venturer or other participant in the business or operations of the Company, or in any manner to render Igal liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations or liabilities of Company.

2. Services Descriptions.

Commencing on the date of this Agreement, Igal will provide, supply and render such services, advices and operational support services as are necessary to provide service to the Company and, as more specifically described below, shall:

3. Obligations of the Company.

Igal is the head of the scientific bord and will have the right for final scientific decision,

including but not limited to appointing the scientific bord members, hiring other consulting or CRO services by the company.

Prior to the expiration of this Agreement, the Company shall provide Igal with true and correct information relating to all functions for which Igal has responsibility hereunder, and shall not take any action to interfere with Igal’s performance of its duties hereunder.

4. Location.

During the term of this Agreement, the business of the Company will be serviced by Igal from the company’s office in Haifa, Israel or any other location selected by the company and is agreed by Igal.

5. Compensation.

While Igal is employed by the Company hereunder and as otherwise provided in this Agreement, the Company shall pay Igal a monthly fee in the amount of $12,000+expenses related to his science work payable in advance, with the first payment being due and payable on January 1^st , 2023, and each succeeding payment being due and payable on the first day of each succeeding calendar quarter during the term of this Agreement. The parties agreed that until December 2022 (include) Igal’s Service Fee will remain $9,000 +expenses per month.

*The company will grant Igal 999,000 Warrants at an execution price of $0.01 per Warrant. Igal will be able to execute his warrants within two years from the signing date of this agreement.

*In addition to the CTO capacity as the Company’s R&D consultant for medical Cannabis at the Rambam medical Center, the company appoints Igal to be the company’s COVID-19 project manager. The parties agreed that the Project manager will be paid in addition to the above considerations, 15% of the net Royalties income that the company will get for its Medical Cannabis CBD Oil indications sold worldwide for the treatment of COVID-19 patients, and 15% of the net Royalties income that the company will get for its medical cannabis indication molecules based, for treating Rheumatoid Arthritis (RA)

It should be noted that IGAL will be granted additional 350,000 warrants at $0.01 cost in case the company will apply for any clinical trial of cannabis based treatment, or will begin any other new cannabis related research.

It should be noted that the compensation will be changed in the future according to the Board of Directors of the company decisions, in such a way as it can increase the amount of fee and/or grant Igal other benefits.

*The company will take care to insure the board of Directors in a suitable Policy, 45 days after it will start to be a traded company.

6. Term of Agreement; Termination of Rights.

(a) The term of this Agreement shall commence on its execution, and expire, unless terminated or extended in writing, on December 31, 2023. Upon termination of this Agreement, all books and records relating to the operation of the Business shall be immediately returned to the Company. Notwithstanding the foregoing, the Company or Igal may terminate this Agreement prior to the expiration of its term upon one hundred & twenty (120) days advance notice and the payment to Igal of a termination fee equal to three years the fee paid or payable to Igal pursuant to Paragraph 5 herein for the remaining this Agreement.

(b) Company may, at its option, upon ten (10) days’ written notice terminate this Agreement (if such default is not cured within such ten (10) day period or such longer period as required to effect a cure if a cure is commenced within 10 days and diligently prosecuted): (i) if Igal shall violate any material provision of this Agreement; (ii) if Igal shall violate or be in material breach of any provision, representation, warranty, covenant or undertaking herein; or (iii) if Igal (a) makes an assignment for the benefit of creditors, (b) is adjudicated a bankrupt, (c) files or has filed against it any bankruptcy, reorganization, liquidation or similar petition or any petition seeking the appointment of a receiver, conservator or other representative, or (d) proposes a composition arrangement with creditors. The date on which this Agreement is terminated pursuant to Section 6(a) above or this Section 6(b) is hereinafter referred to as the “Expiration Date”.

(c) Igal may, at his option, upon ten (10) days’ written notice terminate this Agreement (if such default is not cured within such ten (10) day period or such longer period as required to effect a cure if a cure is commenced within 10 days and diligently prosecuted): (i) if Company shall violate any material provision of this Agreement; (ii) if Company shall violate or be in material breach of any provision, representation, warranty, covenant or undertaking herein; or (iii) if Company (a) makes an assignment for the benefit of creditors, (b) is adjudicated a bankrupt, (c) files or has filed against it any bankruptcy, reorganization, liquidation or similar petition or any petition seeking the appointment of a receiver, conservator or other representative, or (d) proposes a composition arrangement with creditors. The date on which this Agreement is terminated pursuant to Section 6(a or b) above or this Section 6(c) is hereinafter referred to as the “Expiration Date”.

7. Indemnification.

(a) Company shall indemnify, defend and hold harmless Igal and its affiliates, their respective shareholders, officers, directors, employees, and agents, against and in respect of any and all Losses arising out of or due to the operation of the Business by Company, its affiliates, agents, servants and/or employees prior to the commencement of the term of this Agreement. The obligations set forth in this Section 6(b) shall survive for a period of ten (10) year following the Expiration Date.

8. Additional Provisions.

(a) This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto.

(b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of ISRAEL applicable to agreements made, delivered and to be performed within such State.

(c) This Agreement may not be assigned by Company or Igal.

(d) All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties hereto and their respective successors and assigns.

(e) If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.

(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(g) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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

Signed this 5^th day of July, 2022.

5

Exhibit 10.5

This SERVICE AGREEMENT (this “Agreement”) is made as of July 5^th, 2022, by and between Raphael Pharmaceutical INC. (the “Company”), and ELIYA YEHUDA I.D 025721069, (the “Director”/so called “Yehuda”).

RECITALS

WHEREAS the Company desires to engage Yehuda to be a director of the company, and Yehuda desires to be the director on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Appointment of Director; Relationship of Company and Yehuda:

Yehuda shall serve as a director of the Company, as hereinafter provided. The Director, always, shall be independent of the Company. Nothing contained herein shall be deemed to make or render the Company a partner, co-venturer or other participant in the business or operations of Yehuda, or in any manner to render Company liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations, or liabilities of Yehuda. Similarly, nothing contained herein shall be deemed to make or render Yehuda a partner, co-venturer or other participant in the business or operations of the Company, or in any manner to render Yehuda liable, as principal, surety, guarantor, and agent or otherwise for any of the debts, obligations, or liabilities of Company.

2. Services Descriptions.

Commencing on the date of this Agreement, Yehuda will serve as a director in its board of directors.

3. Obligations of the Company.

Prior to the expiration of this Agreement, the Company shall provide Yehuda with true and correct information relating to all functions for which Yehuda has responsibility hereunder and shall not take any action to interfere with Yehuda’s performance of its duties hereunder.

4. Location.

During the term of this Agreement, the business of the Company will be serviced by Yehuda from the company’s office Haifa, Israel or any other location in other country selected by company (subject to the CEO decision).

5. Compensation.

The company will grant Yehuda 202,000 Warrants for 2 years at an execution price of $1.12 per share.

It should be noted that the compensation will be changed in the future according to the Board of Directors of the company decisions, in such a way as it can propose Yehuda fees and/or grant Yehuda other benefits which will not be less than the benefits to which he is entitled in the matter of the warrants, the amount of the warrants, the price of the warrants and the execution date of the warrants.

*The company will take care for an insurance to its board of Directors in a suitable Policy. That will occur 45 days after the company will start to be a traded in the stock exchange.

If an insurance event occurs and as insurance policy is activated, the company will bear the cost of the deductible.

6. Term of Agreement; Termination of Rights.

(a) The term of this Agreement shall commence on its execution, and expire, unless terminated or extended in writing, on December 31, 2022.

(b) Company may, at its option, upon ten (10) days’ written notice terminate this Agreement (if such default is not cured within such ten (10) day period or such longer period as required to effect a cure if a cure is commenced within 10 days and diligently prosecuted): (i) if Yehuda shall violate any material provision of this Agreement; (ii) if Yehuda shall violate or be in material breach of any provision, representation, warranty, covenant or undertaking herein; or (iii) if Yehuda (a) makes an assignment for the benefit of creditors, (b) is adjudicated a bankrupt, (c) files or has filed against it any bankruptcy, reorganization, liquidation or similar petition or any petition seeking the appointment of a receiver, conservator or other representative, or (d) proposes a composition arrangement with creditors. The date on which this Agreement is terminated pursuant to Section 6(a) above or this Section 6(b) is hereinafter referred to as the “Expiration Date”. (Note: The warrants as mentioned above in section 5 will be granted to Yehuda even though his terms of contract may terminate upon the condition of section 6).

7. Additional Provisions.

(a) This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto.

(b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of ISRAEL applicable to agreements made, delivered and to be performed within such State.

(c) This Agreement may not be assigned by Company or Yehuda.

(d) All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties hereto and their respective successors and assigns.

(e) If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.

(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(g) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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

Signed this 5^th  day of July 2022.

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