Exhibit 10.4

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO BRAINSTORM CELL  THERAPEUTICS INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

              Right to Purchase 6,363,849 shares of Common Stock of
                        BrainStorm Cell Therapeutics Inc.
                   (subject to adjustment as provided herein)

COMMON STOCK PURCHASE WARRANT AT $0.01 PER SHARE

No.                                     Issue Date: November 4, 2004

         BRAINSTORM CELL  THERAPEUTICS  INC., a corporation  organized under the
laws of the State of Washington  (the  "Company"),  hereby  certifies  that, for
value received, Ramot at Tel-Aviv University Ltd. or its assigns (the "Holder"),
is entitled,  subject to the terms set forth below, to purchase from the Company
at any time  after  the one year  anniversary  of the Issue  Date (the  "Vesting
Date") up to 5:00 p.m.,  E.S.T on the SIXTH  anniversary  of the Issue Date (the
"Expiration  Date"), up to 6,363,849 fully paid and nonassessable  shares of the
common stock of the Company (the "Common Stock"), $.00005 par value per share at
a per share  purchase  price of $0.01.  The  aforedescribed  purchase  price per
share, as adjusted from time to time as herein  provided,  is referred to herein
as the "Purchase Price." The number and character of such shares of Common Stock
and the  Purchase  Price are  subject to  adjustment  as provided  herein.  This
Warrant  is  that  certain  Warrant  referred  to in the  Research  and  License
Agreement  dated July 8, 2004  between the Company and the Holder (the  "License
Agreement").

         This Warrant,  when issued and  delivered in accordance  with the terms
hereof will be duly authorized and validly issued, and the Common Stock issuable
upon the  exercise  hereof,  when issued  pursuant to the terms  hereof and upon
payment of the exercise price,  shall,  upon such issuance,  be duly authorized,
validly issued, fully paid and nonassessable.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term "Company" means Brainstorm Cell  Therapeutics Inc. and any
corporation  which shall succeed or assume the  obligations  of Brainstorm  Cell
Therapeutics  Inc.  hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.00005 par value per share, as authorized on the date hereof, and (b) any other
securities into which or for which any of the securities described in (a) may be
converted or exchanged pursuant to a plan of  recapitalization,  reorganization,
merger, sale of assets or otherwise.

         (c) The term "Other  Securities" refers to any stock (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.


                                       1
<PAGE>


         1. Exercise of Warrant.

                  1.1. Number of Shares  Issuable upon Exercise.  From and after
the Vesting Date through and including the  Expiration  Date,  the Holder hereof
shall  be  entitled  to  receive,  upon  exercise  of this  Warrant  in whole in
accordance  with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance  with  subsection 1.3, shares of Common Stock of the Company,
subject to adjustment  pursuant to Section 4. This Warrant is fully vested as of
the Vesting Date.

                  1.2. Full  Exercise.  This Warrant may be exercised in full by
the Holder  hereof by delivery of an original or  facsimile  copy of the form of
subscription  attached  as  Exhibit  A hereto  (the  "Subscription  Form")  duly
executed by such Holder and surrender of the original  Warrant  within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided  hereinafter),  accompanied by payment, in cash, wire
transfer  or by  certified  or official  bank check  payable to the order of the
Company,  in the amount  obtained by multiplying  the number of shares of Common
Stock for which this Warrant is then  exercisable  by the Purchase Price then in
effect.

                  1.3. Partial  Exercise.  This Warrant may be exercised in part
(but not for a fractional  share) by surrender of this Warrant in the manner and
at the place  provided in subsection  1.2 except that the amount  payable by the
Holder on such partial  exercise shall be the amount obtained by multiplying (a)
the  number of whole  shares of Common  Stock  designated  by the  Holder in the
Subscription  Form by (b) the Purchase Price then in effect. On any such partial
exercise,  the Company,  at its expense,  will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor,  in the name of
the Holder  hereof,  the whole  number of shares of Common  Stock for which such
Warrant may still be exercised.

                  1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                           (a) If the  Company's  Common  Stock is  traded on an
exchange or is quoted on the National  Association of Securities  Dealers,  Inc.
Automated  Quotation  ("NASDAQ"),  National  Market System,  the NASDAQ SmallCap
Market or the American Stock Exchange, LLC, then the closing or last sale price,
respectively,  reported for the last  business  day  immediately  preceding  the
Determination Date;

                           (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System,  the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then  the  average  of the  closing  bid and ask  prices  reported  for the last
business day immediately preceding the Determination Date;

                           (c) Except as  provided  in clause (d) below,  if the
Company's  Common  Stock is not  publicly  traded,  then as the  Holder  and the
Company  agree,  or in the  absence  of such an  agreement,  by  arbitration  in
accordance with the rules then standing of the American Arbitration Association,
before a single  arbitrator  to be chosen from a panel of persons  qualified  by
education and training to pass on the matter to be decided; or



                                       2
<PAGE>


                           (d) If  the  Determination  Date  is  the  date  of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to
be payable per share to holders of the Common  Stock  pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.

                  1.5. Company Acknowledgment.  The Company will, at the time of
the exercise of the Warrant,  upon the request of the Holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  Holder any rights to
which  such  Holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.

                  1.6. Trustee for Warrant Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as  trustee  for the  Holder of the
Warrants  pursuant to Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

                  1.7  Delivery of Stock  Certificates,  etc. on  Exercise.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which this Warrant  shall
have been surrendered and payment made for such shares as aforesaid.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within ten (10)  business  days  thereafter,  the  Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the Holder  hereof,  or as such  Holder
(upon  payment by such Holder of any  applicable  transfer  taxes) may direct in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such Holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property  (including cash, where  applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

         2. Exercise.

                  (a)  Payment  upon  exercise  may be made at the option of the
Holder either in (i) cash,  wire transfer or by certified or official bank check
payable to the order of the Company equal to the applicable  aggregate  Purchase
Price,  (ii) by delivery of Common Stock  issuable upon exercise of the Warrants
in  accordance  with Section (b) below or (iii) by a  combination  of any of the
foregoing  methods,  for the number of Common  Stock  specified in such form (as
such  exercise  number shall be adjusted to reflect any  adjustment in the total
number of shares of Common  Stock  issuable  to the holder per the terms of this
Warrant)  and the holder  shall  thereupon  be entitled to receive the number of
duly authorized,  validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.



                                       3
<PAGE>

                  (b) In lieu of exercising this Warrant for cash, wire transfer
or certified or official  bank  cheque,  the holder may elect to receive  shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being  cancelled)  by surrender of this Warrant at the  principal  office of the
Company together with the properly endorsed Subscription Form in which event the
Company  shall issue to the holder a number of shares of Common  Stock  computed
using the following formula:

                           X=Y (A-B)
                           ---------
                               A

                  Where    X=       the number of shares of Common Stock to be
                                    issued to the holder

                           Y=       the   number  of  shares  of  Common   Stock
                                    purchasable  under the Warrant or, if only a
                                    portion of the  Warrant is being  exercised,
                                    the portion of the Warrant  being  exercised
                                    (at the date of such calculation)

                           A=       the Fair  Market  Value of one  share of the
                                    Company's  Common Stock (at the date of such
                                    calculation)

                           B=       Purchase  Price (as  adjusted to the date of
                                    such calculation).



         3. Adjustment for Reorganization, Consolidation, Merger, etc.

                  3.1.  Reorganization,  Consolidation,  Merger, etc. In case at
any time or from time to time,  the Company  shall (a) effect a  reorganization,
(b)  consolidate  with or merge  into any other  person or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2.  Dissolution.  In the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution,  shall at its expense deliver or
cause to be delivered  the stock and other  securities  and property  (including
cash,  where  applicable)  receivable  by the Holder of the  Warrants  after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company (a "Trustee") as trustee for the Holder of the Warrants.


                                       4
<PAGE>


                  3.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms  hereof shall be  applicable  to the Other  Securities  and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any Other Securities,  including,  in the case of any
such transfer,  the person acquiring all or substantially  all of the properties
or assets of the  Company,  whether  or not such  person  shall  have  expressly
assumed  the terms of this  Warrant as  provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction  described  in this  Section  3,  then only in such  event  will the
Company's securities and property (including cash, where applicable)  receivable
by the Holder of the  Warrants be delivered  to the Trustee as  contemplated  by
Section 3.2.

         4.  Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  Holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be adjusted to a number  determined by  multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5.  Certificate  as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  Holder  of the  Warrant  and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).


                                       5
<PAGE>


         6.  Reservation  of Stock,  etc.  Issuable on Exercise of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery on the exercise of the  Warrants,  all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.  Prior to
the exercise of this  Warrant,  the holder  shall not be entitled,  by virtue of
holding this Warrant,  to any rights of a stockholder of the Company,  including
(without limitation) the right to vote, receive dividends or other distributions
or be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other  communication  concerning  the  business  or affairs of the
Company).

         7. Assignment; Exchange of Warrant. This Warrant is non-transferable by
the Holder and any purported transfer hereof is null and void,  except,  subject
to compliance with applicable  securities  laws, in the event of a transfer to a
Permitted Transferee of the Holder (the "Transferor").  For the purposes of this
Article 7, the term "Permitted Transferee" shall mean

                  (a)      with respect to any Holder that is an entity, (1) any
                           party that is,  directly or indirectly,  controlling,
                           controlled  by or under  common  control  with,  that
                           Holder,  where  the  term  "control"  (including  its
                           correlative   meanings,   the  terms   "controlling",
                           "controlled by" and "under common control with"),  as
                           used  with  respect  to any  party,  shall  mean  the
                           possession,  directly or indirectly,  of the power to
                           direct  or  cause  the  direction  of the  other  and
                           policies of the Holder, whether through the ownership
                           of voting  securities,  by contract or otherwise  (an
                           "Affiliate"),  (2) any general or limited  partner of
                           that Holder (a "Partner"),  (3) any officer,  general
                           partner,  director or limited  partner of that Holder
                           or any Partner (collectively,  "Associates"), (4) the
                           heirs,   executors,   administrators,    testamentary
                           trustees, legatees or beneficiaries of any Associate,
                           (5) any  trust,  corporation,  partnership  or  other
                           entity  substantially  all the economic  interests of
                           which are held by or for the benefit of that  Holder,
                           its  Affiliates,   any  Partner,   Associate,   their
                           spouses,   children,   parents,    grandparents   and
                           grandchildren (whether by birth or adoption); and

                  (b)      with respect to any Holder that is an individual, (1)
                           the spouse,  children,  parents and grandchildren (in
                           each  case,  whether  by  birth or  adopted)  of that
                           Holder,  (2) a person to whom Company  Securities are
                           transferred  by that  Holder  by will or the  laws of
                           descent, inheritance and distribution and (3) a trust
                           established for the exclusive  benefit of that Holder
                           and/or his or her Permitted Transferees;

         provided that a person or party shall only be a Permitted Transferee of
a Holder for so long as the facts and  circumstances  giving rise to that status
do not change in a manner  that  would  result in that party or person no longer
being such a Permitted Transferee after that change.

         On the surrender for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement   Form")  and  together  with  an  opinion  of  counsel   reasonably
satisfactory  to the  Company  that  the  transfer  of this  Warrant  will be in
compliance with applicable securities laws, the Company at its expense, but with
payment by the  Transferor  of any  applicable  transfer  taxes,  will issue and
deliver to or on the order of the  Transferor  thereof a new Warrant or Warrants
of like tenor, in the name of the Transferor and/or the Permitted  Transferee(s)
specified in such Transferor  Endorsement Form,  calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock called for on the
face or faces of the Warrant so surrendered by the Transferor. No such transfers
shall result in a public distribution of the Warrant; and the Company shall only
be  responsible  for  "blue  sky"  compliance  expenses  for  resales  under any
registration  statement filed in accordance with agreements  between the Company
and the Holder for two (2) such  transfers to two (2)  applicable  states of the
United States only.



                                       6
<PAGE>

         Upon the issue to the Transferor of the new Warrant or Warrants of like
tenor,  in the  name  of  the  Transferor  and/or  the  Permitted  Transferee(s)
specified in such Transferor  Endorsement  Form, the Permitted  Transferee shall
execute any and all  agreements  of the Company to which  Transferor is a party,
and shall become party thereto.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.  Registration  Rights.  The Company agrees to register the shares of
Common Stock underlying this Warrant (whether by demand, piggy back registration
or  otherwise)  by no later than  December 31, 2006,  and agrees to maintain the
effectiveness of a registration statement covering such shares until the earlier
of (i) the time at which all of the shares  underlying  the warrant then held by
the  Holder  could be sold in any 90 day period  pursuant  to Rule 144 under the
Securities Act or (ii) the expiration  date of the warrant.  These  registration
rights shall be set forth fully in a separate  registration  rights agreement to
be entered into between the Company and the Holder

         10. Notices. All notices, demands, requests,  consents,  approvals, and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

         (i) if to the Company to: 1350 Avenue of Americas, New York, NY 10019to
such other address as specified by the Company.

         (ii) if to the Holder, to_____________________________ or to such other
address as specified by the Holder.


                                       7
<PAGE>


         11.  Securities  Matters.  In order to make  available  the benefits of
certain  rules  and  regulations  of the  Securities  Exchange  Commission  (the
"Commission"),  including without  limitation Rule 144 and any successor rule or
regulation of the Commission, that may at any time permit the sale of the shares
of Common Stock  issuable  upon  exercise of this Warrant to the public  without
registration,  the Company  agrees (i) to file in a timely  manner all  reports,
statements  and  other  information  and  documents  required  to be filed by it
pursuant  to  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange  Act"), and (ii) whether or not the Company is subject to
the  reporting  and other  filing  requirements  of  Section  13 or 15(d) of the
Exchange Act, to file with the  Commission  and,  within fifteen (15) days after
the date if would be required to file such  reports  with the  Commission  if it
were subject to such  reporting  and other filing  requirements  of the Exchange
Act, to deliver to the holder of this Warrant all such reports,  information and
other  documents as it would be required to file with the  Commission if it were
subject  to the  requirements  of Section  13 of 15(d) of the  Exchange  Act and
otherwise to make and keep publicly  available all such  information  concerning
the  Company  as shall be  necessary  to enable  the  holder to comply  with the
aforementioned rules and regulations of the Commission.

         12.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of Washington.  Any dispute  relating to this Warrant shall
be adjudicated in the State of Washington.  The headings in this Warrant are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the validity or enforceability of any other provision.


         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                   BRAINSTORM CELL THERAPEUTICS INC.



                                   By:
                                      -----------------------------------
                                      Name:
                                      Title:




                                       8
<PAGE>


                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)


TO:  BRAINSTORM CELL THERAPEUTICS INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

         |_|      ________  shares of the Common Stock  covered by such Warrant,
                  or

         |_|      ________  shares  of  Common  Stock  covered  by such  Warrant
                  pursuant  to the  cashless  exercise  procedure  set  forth in
                  Section 2.

         |_|      the maximum  number of shares of Common Stock  covered by such
                  Warrant pursuant to the cashless exercise  procedure set forth
                  in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):


         |_|      $__________ in lawful money of the United States, and/or

         |_|      the cancellation of such portion of the attached Warrant as is
                  exercisable  for a total of  _______  shares of  Common  Stock
                  (using a Fair Market  Value of $_______ per share for purposes
                  of this calculation); and/or

         |_|      the  cancellation  of such number of shares of Common Stock as
                  is  necessary,  in  accordance  with the  formula set forth in
                  Section  2, to  exercise  this  Warrant  with  respect  to the
                  maximum number of shares of Common Stock purchasable  pursuant
                  to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to

_______________________________________________________________ whose address is

_______________________________________________________________________________.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  or pursuant to an  exemption  from
registration under the Securities Act.

Dated:___________________
                                       ----------------------------------------
                                      (Signature must conform to name of holder
                                       as specified on the face of the Warrant)

                                       ----------------------------------------


                                       ----------------------------------------
                                       (Address)




                                       9
<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

      For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s)  named below under the heading  "Permitted  Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of BRAINSTORM CELL  THERAPEUTICS INC. to which the within
Warrant  relates  specified  under the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of BRAINSTORM  CELL  THERAPEUTICS  INC. with full power of  substitution  in the
premises.


--------------------------------------------------------------------------------

Permitted Transferees           Percentage Transferred        Number Transferred
---------------------           ----------------------        ------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

Dated:  ______________, ___________


                                     -----------------------------------------
                                     (Signature must conform to name of holder
                                     as specified on the face of the warrant)

Signed in the presence of:

-----------------------------        -----------------------------------------
         (Name)

                                     -----------------------------------------
                                       (address)

ACCEPTED AND AGREED:
                                     -----------------------------------------

[PERMITTED TRANSFEREE]
                                     -----------------------------------------
                                       (address)


--------------------------------
         (Name)