BIOCANCELL THERAPEUTICS INC. 8 Hartom St. POB 45389 Jerusalem, Israel 91451 November 8, 2010

November 8, 2010

George Kaufman

Director Investment Banking

Chardan Capital Markets, LLC

17 State Street

Suite 1600

New York, NY 10004

Re:   Termination of October 19, 2010 Letter Agreement

Dear George,

BioCancell Therapeutics Inc. (“BioCancell”) hereby provides this notice of termination of that certain Letter Agreement (the "Letter Agreement") dated October 19, 2010 between BioCancell and Chardan Capital Markets, LLC ("Chardan") effective immediately notwithstanding the 30-day termination period provided in Section 13 and further provided that notwithstanding the sections delineated in Section 13 that will survive the termination of the Letter Agreement, the compensation for the “Tail Period” shall not survive and the “Minimum Gross Fee Percentage” set forth in section 2(b) shall survive the termination of the Letter Agreement only in so far as Chardan shall be ent itled to receive 10% of the Placement Fee that Clal Finance Underwriting Ltd. receives pursuant to section 2(a) of the Letter Agreement for investment advisory services previously provided by Chardan to BioCancell.

Please confirm your agreement to and acceptance of the terms of this letter by countersigning where indicated below. 

Sincerely yours,

/s/ Uri Danon    /s/ Ira Weinstein

BioCancell Therapeutics Inc.

Acknowledged and agreed:

/s/ George Kaufman

Chardan Capital Markets, LLC