Exhibit 10.1

                         RESEARCH AND LICENSE AGREEMENT

         This  License  Agreement  is entered into as of this 30th day of March,
2006  (the  "Restated   Effective  Date"),   by  and  between   Brainstorm  Cell
Therapeutics Inc.(formerly Golden Hand Resources,  Inc.), a company formed under
the laws of the State of  Washington,  having a place of business at 1350 Avenue
of the Americas New York, NY 10019 ("Licensee") and Ramot at Tel Aviv University
Ltd., a company  formed under the laws of Israel,  having a place of business at
Tel Aviv University in Ramat-Aviv,  Tel Aviv 61392,  Israel  ("Ramot"),  for the
purpose of amending and replacing the Research and License Agreement between the
parties dated July 12, 2004 (the "Original Agreement").

         WHEREAS,  Tel Aviv University  ("TAU") owns exclusive rights to certain
technology  developed by Professor Eldad Melamed,  Dr. Daniel Offen, Yossef Levy
and Dr.  Pnina  Green at the  Felsenstein  Medical  Research  Center of Tel Aviv
University  relating to processes for the transformation of bone marrow and cord
blood stem cells into neuron-like and glial-like cells; and

         WHEREAS, pursuant to agreement between TAU and Ramot, all rights, title
and interest in and to any and all  inventions  and other results  arrived at by
scientists of TAU are owned solely and exclusively by Ramot; and

         WHEREAS, pursuant to the Original Agreement, Licensee funds research at
TAU through  Ramot for the purpose of furthering  research  related to processes
for the transformation of bone marrow and cord blood stem cells into neuron-like
and glial-like cells; and

         WHEREAS,  pursuant to the Original  Agreement,  Licensee has obtained a
license  from Ramot  with  respect to such  technology  and the  results of such
research, in order to develop,  obtain regulatory approval for and commercialize
products based on such technology and the results of such funded research;

         WHEREAS,  the parties  wish to amend some of the terms of the  Original
Agreement; and

         WHEREAS,  in order to give effect to such wish,  the  parties  agree to
amend and replace the  Original  Agreement  with this  Agreement,  such that the
terms of this  Agreement  shall be  deemed  to  apply as of July 12,  2004  (the
"Effective Date");

         NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:


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1.       Definitions.

         Whenever used in this Agreement  with an initial  capital  letter,  the
terms  defined in this  Section 1,  whether  used in the singular or the plural,
shall have the meanings specified below.

         1.1.  "Affiliate" shall mean, with respect to either party, any person,
organization or entity controlling,  controlled by or under common control with,
such party. For purposes of this definition  only,  "control" of another person,
organization or entity shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the activities, management or policies
of such person,  organization or entity, whether through the ownership of voting
securities,  by contract or otherwise.  Without limiting the foregoing,  control
shall be  presumed  to exist when a person,  organization  or entity (i) owns or
directly  controls twenty percent (20%) or more of the outstanding  voting stock
or other  ownership  interest  of the  other  organization  or  entity,  or (ii)
possesses,  directly or indirectly  the power to elect or appoint twenty percent
(20%) or more of the members of the governing body of the  organization or other
entity.

         1.2.  "Calendar Quarter" shall mean the respective periods of three (3)
consecutive  calendar  months  ending  on March  31,  June 30,  September  30 or
December 31, for so long as this Agreement is in effect.

         1.3 "Development  Milestones" shall mean the development milestones set
forth in Exhibit 1.3 hereto.

         1.4  "First  Commercial  Sale"  shall mean the first sale of a Licensed
Product  by  Licensee,   an  Affiliate  of  Licensee  or  a  Sublicensee  to  an
unaffiliated  third party after  Regulatory  Approval  has been  achieved in the
country  in which  such  Licensed  Product  is sold.  Sales for test  marketing,
sampling and  promotional  uses,  clinical  trial purposes or  compassionate  or
similar use shall not be considered to constitute a First Commercial Sale.

         1.5. "FDA" shall mean the United States Food and Drug Administration.

         1.6. "Joint  Inventions" shall mean any and all inventions made jointly
by (a) one or more  members of the TAU Team in the  performance  of the Research
and (b) one or more employees or consultants of Licensee.

         1.7.  "Joint  Patent  Rights"  shall  mean  any and all  Patent  Rights
claiming Joint Inventions.

         1.8.  "Joint  Technology"  shall  mean  Joint  Patent  Rights and Joint
Inventions.

         1.9.  "Licensed Product" shall mean: (i) any Product (as defined below)
that is/was  designed,  developed,  produced or manufactured  with the Use of or
based on or under license to the Ramot Technology  and/or the Joint  Technology,
in whole or in part;  (ii) any  Product the  making,  producing,  manufacturing,
using, selling, importing or exporting of which is covered by a Valid Claim; and
(iii) any service that makes use of any Licensed Product described in clause (i)
and/or (ii) of this Section  1.9. In the event of a dispute  between the parties
as to whether a Product is a Licensed  Product,  the burden of proof shall be on
Licensee to prove that the Product is not a Licensed Product.


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         1.10. "NDA" means a New Drug Application or Product License Application
(or Biologics License  Application),  as appropriate,  and all supplements filed
pursuant to the requirements of the FDA, including all documents, data and other
information  concerning  Licensed Products that are necessary for or included in
FDA approval to market a Licensed Product, or the equivalent  application in any
other country or jurisdiction.

         1.11.  "Net Sales" shall mean the gross amount billed or invoiced by or
on behalf of Licensee,  its Affiliates and its Sublicensees on sales of Licensed
Products (whether made before or after the First Commercial Sale of the Licensed
Product),  less the following:  (a) customary trade, quantity, or cash discounts
to the extent  actually  allowed and taken;  (b)  amounts  repaid or credited by
reason of rejection or return;  (c) to the extent  separately stated on purchase
orders,  invoices,  or other documents of sale, any taxes or other  governmental
charges levied on the production,  sale,  transportation,  delivery, or use of a
Licensed Product which is paid by or on behalf of Licensee or such  Sublicensee,
and (d) amounts not actually  collected,  despite  Licensee,  its Affiliates and
Sublicensees taking all reasonable measures to collect same; provided that:

                  (i)      In  any  transfers  of  Licensed   Products   between
Licensee or a Sublicensee to an Affiliate of Licensee or such Sublicensee  other
than for resale by such  Affiliate,  Net Sales shall be equal to the fair market
value  of the  Licensed  Products  so  transferred,  assuming  an  arm's  length
transaction made in the ordinary course of business, after deducting the amounts
referred to in clauses (a), (b) (c) and (d) above, to the extent applicable; and

                  (ii)     In the event that Licensee or a  Sublicensee,  or the
Affiliate of Licensee or such Sublicensee,  receives non-monetary  consideration
for any  Licensed  Products or in the case of  transactions  not at arm's length
with a  non-Affiliate  of  Licensee  or such  Sublicensee,  Net  Sales  shall be
calculated based on the fair market value of such  consideration or transaction,
assuming an arm's length transaction made in the ordinary course of business.

                  Sales of Licensed  Products by Licensee or a Sublicensee to an
Affiliate of Licensee or such Sublicensee,  for resale by such Affiliate,  shall
not be deemed  Net Sales and Net Sales  shall be  determined  based on the total
amount  invoiced or billed by such Affiliate on resale to an  independent  third
party purchaser.

         1.12. "Orphan Drug" shall mean a Licensed Product that is protected (a)
by "Orphan Drug" status under the U.S.  Orphan Drug Act, (b) by a  Supplementary
Protection  Certificate,  as such term is defined in Council Regulation (EU) No.
1768/92,  or (c) by a similar status granted under similar statutory  provisions
of  another   jurisdiction   granting   exclusive   marketing   rights  in  such
jurisdiction.



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         1.13 "Other Research" shall have the meaning set forth in Section 5.1.

         1.14.  "Patent Rights" shall mean any and all (a) patents,  (b) pending
patent   applications,    including,   without   limitation,   all   provisional
applications,   continuations,   continuations-in-part,   divisions,   reissues,
renewals,  and all patents  granted  thereon,  and (c) all  patents-of-addition,
reissue  patents,  reexaminations  and extensions or restorations by existing or
future  extension or  restoration  mechanisms,  including,  without  limitation,
supplementary protection certificates or the equivalent thereof.

         1.15. "Principal  Investigators" shall mean Professor Eldad Melamed and
Dr. Daniel Offen, or such other principal investigator who may replace either or
both of them pursuant to Section 2.

         1.16.   "Product"  shall  mean:  (i)  any  product  that   incorporates
differentiation  factors and other  materials  which is capable of inducing bone
marrow or cord blood stem cells to differentiate  into neuron-like or glial-like
cells that can be  transplanted  into patients for the treatment of neurological
and ophthalmic  diseases in humans;  and (ii) any neuron-like or glial-like cell
generated through use of a product described in clause (i) of this Section 1.16.

         1.17. "Ramot Results" shall mean (a) any and all inventions, materials,
methods, processes,  know-how and results made, created, developed,  discovered,
conceived or acquired by, or on behalf of,  members of the TAU Team  (including,
without  limitation,   the  Principal   Investigators)  in  the  course  of  the
performance  of the  Research,  except Joint  Inventions  and/or (b) any and all
inventions,  materials,  methods, processes, know-how and results made, created,
developed,  discovered  or conceived by either of the  Principal  Investigators,
either alone or together with one or more third parties,  in the  performance of
services for, the Company, except Joint Inventions.

         1.18.  "Ramot Patent Rights" shall mean (i) the Patent Rights described
in Exhibit 1.18(a) attached hereto,  (ii) any other Patent Rights owned by Ramot
which claim,  and only to the extent they so claim,  the invention  disclosed in
the Patent Rights described in Exhibit 1.18(a) and (iii) all Patent Rights owned
by Ramot,  to the extent they claim any of the Ramot  Results.  Exhibit  1.18(b)
shall  set forth and shall be  updated  from time to time to  include  new Ramot
Patent Rights.

         1.19.  "Ramot  Technology"  shall  mean the Ramot  Patent  Rights,  the
invention disclosed in Exhibit 1.18(a) and the Ramot Results.

         1.20.  "Regulatory  Agency" shall mean the FDA or equivalent  agency or
government body of another country.


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         1.22.  "Regulatory  Approval"  shall mean (i) approval of an NDA by the
FDA  permitting  commercial  sale of a Licensed  Product or (ii) any  comparable
approval  permitting  commercial  sale  of a  Licensed  Product  granted  by the
applicable Regulatory Agency in any other country or jurisdiction.

         1.22.  "Research" shall mean the research actually conducted by the TAU
Team under the terms of this Agreement in accordance with the Research Plan.

         1.23.  "Research  Plan" shall mean the research plan attached hereto as
Exhibit 1.23, as amended from time to time in accordance  with the provisions of
this  Agreement,  which sets forth the research to be undertaken by the TAU Team
under the direction of the Principal Investigators during the Research Period.

         1.24.  "Research  Period"  shall  mean an initial  term of three  years
commencing  on the  Effective  Date,  and in the  event  the TAU Team  meets the
milestones  set forth in the Research Plan in accordance  with Section  2.2.1, a
total term of six years ending on June 30, 2010.

         1.24.   "Sublicense   Receipts"   shall  mean  any  payments  or  other
consideration  that  Licensee  or an  Affiliate  receives,  other  than  amounts
received on account of Net Sales,  in  consideration  of the sublicense or other
grant of rights  with  respect to some or all of the rights  granted to Licensee
under  Section  5.1,  or the grant of an option to obtain a  sublicense  or such
other rights,  including without  limitation license fees,  milestone  payments,
license   maintenance  fees  and  reimbursement  for  research  and  development
expenses,  but excluding  payments  specifically  committed to cover development
costs to be  actually  incurred  by  Licensee  in the  development  of  Licensed
Products under, and in accordance with detailed  budgets and workplans  included
in, sublicense  agreements with  Sublicensees.  In the event that Licensee or an
Affiliate  of  Licensee  receives   non-monetary   consideration  for  any  such
sublicense or other grant of rights or in the case of transactions  not at arm's
length,  Sublicense  Receipts shall be calculated based on the fair market value
of such consideration or transaction,  assuming an arm's length transaction made
in the ordinary  course of  business.  For the  avoidance of doubt,  "Sublicense
Receipts" shall not include payments made in  consideration  for the issuance of
equity or debt securities of the Licensee at fair market value and not as direct
or indirect consideration (in whole or in part) for the sublicense, or the grant
of an  option  to  obtain a  sublicense,  of some or all of the  rights  granted
Licensee under Section 5.1.

         1.25. "Sublicensee" shall mean any permitted sublicensee of all or part
of the rights  granted  Licensee  under  Section  5.1, as further  described  in
Section 5.2.

         1.26.  "TAU Team"  shall  mean the  Principal  Investigators  and those
students,  scientists  and  technicians  working  under their  direction  at the
Felsenstein Medical Research Center of Tel Aviv University on the Research.



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         1.27.  "Third Party License" shall mean a license from an  unaffiliated
third party to one or more valid and  enforceable  patents  issued in the United
States  or any  other  jurisdiction,  the  claims  of  which  cover  one or more
functional components that is essential for the efficacy of a Licensed Product.

         1.28.  "Use" shall mean the use of the Ramot  Technology  and/or  Joint
Technology in any stage of the research, development,  manufacture or production
of a Product.

         1.29. "Valid Claim" shall mean a claim of a Ramot Patent Right or Joint
Patent  Right so long as such claim shall not have been held  invalid in a final
non-appealable  court  judgment  or  patent  office  decision,  in the  relevant
jurisdiction.

2.       Research Project.

         2.1 Performance.

                  2.1.1.  Ramot  shall  cause TAU,  under the  direction  of the
Principal  Investigators,  to use reasonable  efforts to perform the Research in
accordance  with the Research  Plan;  however,  Ramot and TAU make no warranties
regarding the  completion of the Research or the  achievement  of any particular
results.

                  2.1.2.  The Research  will be directed and  supervised  by the
Principal   Investigators,   who  shall  have  primary  responsibility  for  the
performance  of the Research.  If both of the Principal  Investigators  cease to
supervise the Research for any reason, Ramot will so notify Licensee,  and Ramot
shall  endeavor to find among the  scientists  at TAU a scientist or  scientists
acceptable to Licensee to continue the  supervision  of the Research in place of
the  Principal  Investigators.  If  Ramot is  unable  to find  such a  scientist
acceptable  to  Licensee,  within sixty (60) days after such notice to Licensee,
Licensee  shall  have the  option to  terminate  the  funding  of the  Research.
Licensee  shall  promptly  advise  Ramot in writing if Licensee so elects.  Such
termination of funding shall terminate Ramot's and TAU's obligations pursuant to
Section 2.1.1 above,  but shall not terminate this Agreement or any of the other
rights or obligations of the parties under this Agreement.  Nothing contained in
this Section  2.1.2,  shall be deemed to impose an obligation on Ramot or TAU to
successfully  find  a  replacement  for  the  Principal   Investigators  who  is
acceptable to Licensee.

                  2.1.3.  The Principal  Investigators  shall provide  Licensee,
within  thirty  (30) days  after the end of every  six-month  period  during the
Research Period, a written report  summarizing the Ramot Results obtained during
the preceding six-month period.


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         2.2      Funding of the Research Project.

                  2.2.1.  Licensee  shall fund the  Research  during the initial
term of the Research Period in accordance with the schedule set forth in Exhibit
2.2.1 hereto.  In addition,  in the event the TAU Team meets the  milestones set
forth in Section (b) of Exhibit 1.23,  Licensee  shall  provide  funding for the
second  phase of the  Research in the total  amount of  US$1,140,000  during the
additional  3-years term of the Research Period. The Parties shall meet no later
than six months prior to  completion  of initial term of the Research to discuss
and agree upon the research  program,  milestones,  and payment schedule for the
second  phase of the  Research.  Any and all funding  provided  by the  Licensee
pursuant to this Section 2.2.1 shall be applied by Ramot  exclusively in support
of the Research,  including  salaries and Ramot's  standard rates of overhead in
effect at such time, in accordance with the procedures established at TAU.

                  2.2.2.  Nothing  in this  Agreement  shall be  interpreted  to
prohibit Ramot,  TAU or the Principal  Investigators  from seeking and receiving
funding  from  non-commercial   sources,   including   government  agencies  and
foundations, or from commercial entities for non-commercial purposes, to further
support the  Research  or Other  Research  performed  at TAU with the use of the
Ramot Technology or the Joint  Technology;  provided that such funding shall not
be on terms that give such  entity(ies) any rights,  contractual,  commercial or
otherwise, to any Ramot Technology or Joint Technology without the prior written
consent of Licensee  (subject  to any  non-exclusive  license  for  governmental
purposes  or  other  governmental  rights  required  as  a  condition  for  such
non-commercial   funding).  Ramot  shall  notify  Licensee  upon  the  Principal
Investigators' or TAU's applying for such funding,  which notice shall include a
copy of any notices awarding such funding.

                  2.2.3. Ramot shall submit the Licensee: (i) an interim written
report on the progress of the  Research in each 6 (six) month period  during the
Research  Period,  within 60 (sixty)  days of the end of each such 6 (six) month
period,  and a written report  summarizing the results of the Research within 60
(sixty) days of the end of the first 3 years and the  additional  three years of
Research  Period;  and (ii) reports of any significant  findings in the Research
promptly upon such findings being made.

3.       Title.

         3.1.  Ramot  Technology.  All rights,  title and interest in and to the
Ramot Technology,  and in and to any drawings,  plans, diagrams,  specifications
and other documents containing any of the Ramot Technology shall be owned solely
and exclusively by Ramot.

         3.2.  Joint  Technology.  All rights,  title and interest in and to the
Joint Technology are and shall be owned jointly by Licensee and Ramot.

         3.3.  Determination.  All  determinations  of  inventorship  under this
Agreement  shall be made in accordance with United States patent law. In case of
dispute  between Ramot and Licensee  over  inventorship,  a mutually  acceptable
outside  patent  counsel  shall make the  determination  of the  inventor(s)  by
applying the standards contained in United States patent law.


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4.       Patent Filing, Prosecution and Maintenance.

         4.1.  Ramot  Patent  Rights.   Ramot  shall  be  responsible   for  the
preparation, filing, prosecution, protection and maintenance of all Ramot Patent
Rights,  using patent  counsel  reasonably  acceptable to Licensee.  Ramot shall
consult with Licensee as to the preparation, filing, prosecution, protection and
maintenance  of the Ramot  Patent  Rights  reasonably  prior to any  deadline or
action with the U.S.  Patent & Trademark  Office or any other patent  office and
shall  furnish  Licensee  with copies of all relevant  documents  reasonably  in
advance of such consultation.

       4.2.     Joint Patent Rights.

                4.2.1. Consultation. Ramot and Licensee shall consult each other
regarding the  preparation,  filing and prosecution of all patent  applications,
and the  maintenance  of all patents,  included  within the Joint Patent Rights,
including,  without  limitation,  the content,  timing and  jurisdiction  of the
filing of such patent applications and their prosecution,  and other details and
overall global  strategy  pertaining to the  procurement  and maintenance of the
Joint Patent Rights.

                4.2.2.   Filing.   All  Joint  Patent  Rights  shall  be  filed,
prosecuted and maintained by the parties  through an independent  patent firm or
firms as shall be mutually agreed upon by Ramot and Licensee. Such counsel shall
be  charged  with  the duty to act in the best  interests  of each of Ramot  and
Licensee,  taking into account their relative status as licensors/licensee under
this Agreement and the parties' intension to prepare,  file,  prosecute,  obtain
and maintain  the Joint Patent  Rights in a manner that will provide the maximum
economic  advantage  and return to the parties.  Such counsel  shall confer with
each of Ramot and Licensee  and attempt to achieve a consensus in all  decisions
made  relative  to the content of  applications,  the  prosecution  of the Joint
Patent  Rights  and the  content  of  communications  with the  relevant  patent
agencies, prior to any communications with such agencies.

         4.3. Expenses.  Subject to Section 4.4 below,  Licensee shall reimburse
Ramot for all documented  patent-related  expenses incurred by Ramot pursuant to
this  Section 6 within  thirty  (30) days  after  Ramot  invoices  Licensee.  In
addition,  in December  2004,  , Licensee  paid Ramot a total  amount of $16,908
(sixteen  thousand,  nine hundred and eight US Dollars) as a  reimbursement  for
expenses incurred by Ramot prior to the execution of the Original Agreement with
respect to the filing and prosecution of Ramot Patent Rights.


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         4.4.  Abandonment.  Should  Licensee  elect not to reimburse or fail to
reimburse  Ramot  for  the  filing,  prosecution  or  maintenance  of  a  patent
application in any country, on any invention included in the Ramot Technology or
Joint Technology or to cease reimbursing  Ramot for the prosecution,  protection
and/or  maintenance of any Ramot Patent Right or Joint Patent Rights in any such
country (an  "Abandoned  Country"),  Licensee  shall  provide  Ramot with prompt
written notice of such election.  Upon written  receipt of such notice by Ramot,
Licensee  shall be released  from its  obligations  to  reimburse  Ramot for the
expenses  incurred  thereafter as to such Abandoned  Country in conjunction with
such Patent  Rights.  In such event,  any  license  with  respect to such Patent
Rights will terminate with respect to such Abandoned Country, and Licensee shall
have no rights  whatsoever  to  exploit  such  Patent  Rights in such  Abandoned
Country.  Ramot shall then be free,  without  further  notice or  obligation  to
Licensee,  to grant  rights in and to such Patent  Rights  with  respect to such
Abandoned Country to third parties,  which rights shall not include the right to
offer,  sell or market the resulting  Licensed  Product(s) in, or to export such
Licensed Product(s) to, any country which is not an Abandoned Country

         4.4. No  Warranty.  Nothing  contained  herein  shall be deemed to be a
warranty  that:  (a)  Ramot  can or will be able to  obtain  patents  on  patent
applications  included within the Ramot Patent Rights or on patent  applications
relating  to the Ramot  Results,  or that any of the Ramot  Patent  Rights  will
afford adequate or commercially  worthwhile  protection,  (b) the parties can or
will be able  to  obtain  patents  of  patent  applications  relating  to  Joint
Inventions  or (c) the  manufacture,  use or sale of any  element  of the  Ramot
Technology  or Joint  Technology  or any Licensed  Product will not infringe any
patent(s) of any third party.

5.       License Grant.

         5.1.  License.  Subject to the terms and  conditions  set forth in this
Agreement,   Ramot   hereby   grants  to  Licensee  an   exclusive,   worldwide,
royalty-bearing  license under the Ramot  Technology and Ramot's interest in the
Joint Technology  solely to research,  develop,  make, have made, use, offer for
sale, sell, have sold, import and export Licensed Products. For purposes of this
Section 5.1, the term  "exclusive"  means that Ramot shall not have any right to
grant such licenses or rights to any third party,  subject,  however, to Ramot's
right to license TAU, the Principal  Investigators  and the other members of the
TAU Team to  practice  or utilize  such  rights  and  licenses  to  conduct  the
Research,  and  subject  further,  to the right of  employees,  researchers  and
students  of Tel Aviv  University  to use the  Ramot  Technology  and the  Joint
Technology for academic research purposes,  alone or in collaboration with third
parties  ("Other  Research").  To the extent  such  utilization  should  require
publication  or  disclosure  to  persons  who are not a part of the TAU  Team or
disclosure to parties who are not employees, researchers or students of Tel Aviv
University  the  provisions of Section 9.2 shall govern any such  publication or
disclosure.

         5.2      Sublicense.

                  5.2.1.  Sublicense Grant. Licensee shall be entitled,  without
any  requirement  for Ramot's prior  agreement,  to grant  sublicenses  to third
parties  under  the  license  granted  pursuant  to  Section  5.1 on  terms  and
conditions  in  compliance  with and not  inconsistent  with  the  terms of this
Agreement  (except that the royalty  rates may be higher than those set forth in
this Agreement).  Such sublicenses  shall only be made for  consideration and in
bona-fide arm's length transactions.



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<PAGE>

                  5.2.2.  Sublicense  Agreements.   Sublicenses  shall  only  be
granted  pursuant to written  agreements,  which shall be in compliance  and not
inconsistent  with  and  shall be  subject  and  subordinate  to the  terms  and
conditions of this Agreement.  Such sublicense  agreements shall contain,  among
other things, provisions to the following effect:

                           5.2.2.1.   All   provisions   necessary   to   ensure
Licensee's  ability to perform its obligations  under this Agreement,  including
without limitation its obligations under Sections 6.1, 8.5, 8.6 and 13.4.3;

                           5.2.2.2.  In the event of  termination of the license
(in whole or in part - e.g.  termination  in a particular  country) set forth in
Section 5.1 above,  any existing  agreements  that  contain a sublicense  of the
Ramot  Technology or Ramot's interest in Joint Inventions shall terminate to the
extent of such sublicense;  provided, however, that, for each Sublicensee,  upon
termination  of  the  sublicense   agreement  with  such  Sublicensee,   if  the
Sublicensee is not then in breach of its sublicense agreement with Licensee such
that Licensee would have the right to terminate such sublicense,  Ramot shall be
obligated,  at the  request of such  Sublicensee,  to enter  into a new  license
agreement  with  such  Sublicensee  on  substantially  the  same  terms as those
contained  in such  sublicense  agreement,  provided  that such  terms  shall be
amended,  if necessary,  to the extent  required to ensure that such  Sublicense
Agreement does not impose any  obligations or liabilities on Ramot which are not
included in this Agreement;

                           5.2.2.3.  The  Sublicensee  shall not be  entitled to
sublicense its rights under such sublicense agreement; provided that the parties
agree that in the event that (a) Licensee is in the final stages of negotiations
with a potential  Sublicensee regarding the grant by Licensee of a Sublicense to
such Sublicensee,  and such Sublicensee  refuses to enter into such a Sublicense
agreement  unless the  restrictions  set forth in this  sub-Section  5.2.2.3 are
limited or removed and (b)  Licensee  provides  Ramot with a written  request to
amend this  sub-Section  5.2.2.3 in order to enable  Licensee to consummate  the
proposed  transaction  which  request  shall include the reasoning for accepting
such request under the circumstances,  Ramot shall not unreasonably withhold its
approval to make such  amendment to this  Agreement,  which  amendment  shall be
contingent on the inclusion of clauses,  reasonably  satisfactory to Ramot, that
shall ensure  Ramot's  rights  hereunder and the  execution of the  contemplated
Sublicense agreement.; and

                          5.2.2.4.  The sublicense agreement may not be assigned
by  Sublicensee  without  the  prior  written  consent  of  Ramot,  except  that
Sublicensee  may assign the  sublicense  agreement to a successor in  connection
with  the  merger,  consolidation,  or sale of all or  substantially  all of its
assets  or that  portion  of its  business  to which  the  sublicense  agreement
relates;  provided  that  any  such  assignee  agrees  in  writing  in a  manner
reasonably  satisfactory  to Ramot to be bound by the  terms of such  sublicense
agreement. The consent contemplated herein shall not be unreasonably withheld or
delayed.


                  5.2.3.  Delivery  of  Sublicense  Agreement.   Licensee  shall
furnish  Ramot  with a fully  executed  copy of any such  sublicense  agreement,
promptly after its execution.

                  5.2.4.  Breach  by  Sublicensee.  Any  act  or  omission  by a
Sublicensee, which would have constituted a breach of this Agreement had it been
an act or omission by Licensee,  shall  constitute  a breach of this  Agreement.
Licensee  shall  indemnify  Ramot for,  and hold it harmless  from,  any and all
damages  or  losses  caused  to  Ramot  as a  result  of any  such  breach  by a
Sublicensee. In the event of a breach by a Sublicensee,  the cure of such breach
or the termination by Licensee of the sublicense agreement with such Sublicensee
within  Licensee's  cure  period,  as  set  forth  in  Section  13.3.3.1,  shall
constitute  a cure of  Licensee's  breach under this  Agreement  for purposes of
Section 13.3.3.1.



                                       10
<PAGE>

         5.3. No Other Grant of Rights.  Other than as specifically set forth in
Section 5.2, Licensee and Sublicensees shall not be entitled to grant,  directly
or indirectly,  to any person or entity any right of whatever  nature (a) under,
or with respect to, or permitting any use or  exploitation  of, any of the Ramot
Technology or Joint  Technology or (b) to develop,  manufacture,  market or sell
Licensed Products.

6.       Development and Commercialization.

         6.1.     Diligence.

                  6.1.1.  Reasonable Efforts.  Licensee shall use its reasonable
efforts,  and/or  shall  cause  its  Affiliates  or  Sublicensees  to use  their
reasonable efforts: (i) to develop Licensed Products, (ii) to introduce Licensed
Products  into the  commercial  market  and  (iii) to market  Licensed  Products
following such introduction into the market.  Specifically,  Licensee and/or its
Affiliates and/or Sublicensees shall fulfill the following obligations:

                           6.1.1.1. Licensee, by itself or through Affiliates or
Sublicensees,  undertakes to employ its reasonable  efforts,  including  funding
consistent with such efforts, to carry out all efficacy, pharmaceutical, safety,
toxicological  and clinical tests,  trials and studies and all other  activities
necessary in order to obtain  Regulatory  Approval for the  production,  use and
sale of Licensed  Products in each country in which Licensee,  its Affiliates or
Sublicensees  intend to produce,  use, offer to sell and sell Licensed  Products
and in any case, in the United States, the European Union and Japan.

                           6.1.1.2.   During  the  period  commencing  with  the
receipt of Regulatory  Approval in a given  country,  Licensee and its Affiliate
shall,  and shall ensure that  Sublicensees  shall,  use its or their reasonable
efforts,  including funding consistent with such efforts, to promote, market and
sell Licensed  Products in such country.  Licensee and/or its Affiliates  and/or
Sublicensees activities shall include but not be limited to:



                                       11
<PAGE>

                                    (a)  Using  their   reasonable   efforts  to
establish and maintain good business  relationships with hospitals,  health care
systems, doctors and other medical professionals in accordance with standard and
customary practices;

                                    (b)  Establishing  and  maintaining  a sales
force  consisting  of reasonably  qualified  personnel to promote and market the
Licensed Products;

                                    (c)  Advertising  the  Licensed  Products in
professional  journals and publications and sponsoring or attending  appropriate
symposia, trade exhibitions and medical education programs; and

                                    (d) Formulating  and using their  reasonable
efforts to implement annual sales and marketing plans for the Licensed Products.

                  6.1.2. Milestones.  Without limiting the foregoing,  Licensee,
by  itself  or  through  Affiliates  or  Sublicensees,  shall  meet  each of the
Development Milestones.

         6.2. The Principal Investigators, a Licensee representative and a Ramot
representative shall meet no less than once every six (6) months during the term
commencing with the Effective Date and ending upon the First  Commercial Sale of
a Licensed  Product,  at locations  and times to be mutually  agreed upon by the
parties,  (i)  to  review  the  progress  being  made  under  the  research  and
development activities conducted by Licensee relating to Licensed Products, (ii)
to review the progress being made towards fulfilling the Development  Milestones
and (iii) to discuss intended efforts for fulfilling such milestones.

         6.3.  Within  sixty  (60)  days  after the end of each  calendar  year,
Licensee  shall furnish Ramot with a written  report on the progress of its, its
Affiliate's  and  Sublicensees'  efforts  during the prior  year to develop  and
commercialize  Licensed  Products,  including  without  limitation  research and
development efforts,  efforts to obtain Regulatory Approval,  marketing efforts,
and sales  figures.  The report  shall also  contain a  discussion  of  intended
efforts and sales projections for the then current year.

         6.4. Failure.  If Licensee breaches any of its obligations  pursuant to
Section  6.1,  unless  and to the  extent  the  failure  is due  solely to delay
necessitated by regulatory  agencies,  Ramot shall notify Licensee in writing of
Licensee'  failure  and  shall  allow  Licensee  ninety  (90) days to cure or to
demonstrate that it has begun to cure its failure.  Licensee' failure to cure or
demonstrate  that  it has  begun  to  cure  such  delay  to  Ramot's  reasonable
satisfaction  within such 90-day  period shall  constitute a material  breach of
this  Agreement  and Ramot  shall  have the right to  terminate  this  Agreement
forthwith.



                                       12
<PAGE>

7.       Consideration for Grant of License

         7.1. Upfront Payments.  The Parties confirm that Licensee has delivered
to Ramot,  in  December  2004,  an  upfront  license  fee  payment in the sum of
$100,000 (one-hundred thousand US Dollars

         7.2.  Warrants.  In  addition,  pursuant  to the terms of the  Original
Agreement,  effective  November  4,  2004,  Licensee  issued  to  Ramot  and its
designees  warrants to purchase an aggregate of 10,606,415  shares of our common
stock at a purchase  price of $.01 per share (29% of the issued and  outstanding
shares of our  capital  stock on a fully  diluted and as  converted  basis as of
November 4, 2004). The form of these warrants is attached hereto as Exhibit 7.2.

         7.3. Net Sales.

                  7.3.1.  Royalties.  In  addition,  Licensee  shall  pay  Ramot
royalties   on  Net  Sales  on  a  Licensed   Product-by-Licensed   Product  and
country-by-country basis as follows:

                           7.3.1.1.  So  long  as  (a)  the  making,  producing,
manufacturing,  using,  marketing,  selling,  importing  or  exporting  of  such
Licensed  Product  is covered by a Valid  Claim or (b) the  Licensed  Product is
covered  by Orphan  Drug  status in such  country:  an amount  equal to 5% (five
percent) of all Net Sales; and

                           7.3.1.2. In the event that (a) the making, producing,
manufacturing,  using,  marketing,  selling,  importing  or  exporting  of  such
Licensed Product is not covered by a Valid Claim and (b) the Licensed Product is
not covered by Orphan Drug status in such country:  an amount equal to 3% (three
percent) of all Net Sales until the  expiration  of fifteen  (15) years from the
date of the First Commercial Sale of such Licensed Product in such country.

                  7.3.2.  Third-Party  Royalties.  In the event that Licensee is
required  to make  royalty  payments,  at fair market  terms after arms'  length
negotiations,  pursuant to the terms of a Third Party  License that  Licensee is
legally  required  to obtain  in order to make use of  and/or  to sell  Licensed
Products in a particular country,  Licensee may offset such third-party payments
against the royalty  payments  that are due to Ramot  pursuant to Section  7.3.1
with respect to sales in such country; provided that

                           (a) royalty payments under Section 7.3.1 to Ramot may
not be reduced unless all other parties who are entitled to receive royalties on
Net Sales of Licensed  Products  pursuant to agreements  or licenses  (including
Third Party  Licenses)  made or  obtained by Licensee  prior to the grant of the
Third Party  License in question  are subject to a  proportionate  reduction  of
their royalties; and



                                       13
<PAGE>

                           (b) in no event,  shall the royalty payments to Ramot
under  Section  7.3.1 with respect to such  Licensed  Product be reduced to less
than an amount equal to 3% of Net Sales with respect to such Licensed Product in
such country.


         7.4.  Sublicense  Receipts.  In addition,  Licensee  shall pay Ramot an
amount equal to 30% (thirty percent) of all Sublicense Receipts.

                  In the event that  Licensee is required to pay a percentage of
Sublicense  Receipts to a third  party,  at fair market terms after arms' length
negotiations,  pursuant to the terms of a Third Party  License that  Licensee is
legally  required  to obtain  in order to make use of  and/or  to sell  Licensed
Products, or any part thereof,  Licensee may offset such third-party payments on
account of  Sublicense  Receipts  against the payments in respect of  Sublicense
Receipts that are due to Ramot  pursuant to this Section 7.4 with respect to the
grant of the relevant Sublicense; provided that

                           (a) payments in respect of Sublicense  Receipts under
this  Section 7.4 to Ramot may not be reduced  unless all other  parties who are
entitled to receive a percentage of Sublicense  Receipts  pursuant to agreements
or licenses  (including Third Party Licenses) made or obtained by Licensee prior
to the Third Party License in question are subject to a proportionate  reduction
of the  payments  to which  they are  entitled  on  account  of such  Sublicense
Receipts; and

                           (b) in no  event,  shall  the  payments  to  Ramot in
respect of Sublicense Receipts under this Section 7.4 be reduced to less than an
amount equal to: (i) 25% of  Sublicense  Receipts,  with respect to  Sublicenses
granted  prior  to  completion  of  Phase II  Clinical  Studies,  or (ii) 20% of
Sublicense Receipts, with respect to Sublicenses granted following completion of
Phase II Clinical Studies.

8.       Reports; Payments; Records.

         8.1. First Commercial  Sale.  Licensee shall inform Ramot in writing of
the date of First  Commercial Sale with respect to each Licensed Product in each
country as soon as  practicable  after the making of each such First  Commercial
Sale and shall describe such Licensed Product.

         8.2. Reports and Payments.

                  8.2.1 Reports.  Within sixty (60) days after the conclusion of
each  Calendar  Quarter  commencing  with the first  Calendar  Quarter  in which
Licensee or a Sublicensee  first  receives Net Sales or Licensee or an Affiliate
receives  Sublicense  Receipts,   Licensee  shall  deliver  to  Ramot  a  report
containing the following information:



                                       14
<PAGE>

                           (a) the number of units of Licensed  Products sold by
Licensee,  its Affiliates and Sublicensees to independent  third parties in each
country for the applicable Calendar Quarter;

                           (b)  the  gross  amount  billed  for  each  unit of a
Licensed Product sold by Licensee,  its Affiliates and  Sublicensees  during the
applicable Calendar Quarter in each country;

                           (c) a  calculation  of Net Sales  for the  applicable
Calendar Quarter in each country, including a listing of applicable deductions;

                           (d) the total amount payable to Ramot in U.S. dollars
on Net Sales for the  applicable  Calendar  Quarter,  together with the exchange
rates used for conversion.

                  If no amounts are due to Ramot for any Calendar  Quarter,  the
report shall so state.

                  8.2.2.  Payment  for Net Sales.  Within 60 days of end of each
Calendar Quarter,  Licensee shall remit to Ramot all amounts due with respect to
Net Sales for the applicable Calendar Quarter.

                  8.2.3  Payment  for  Sublicense  Receipts.  In addition to the
reports  delivered  pursuant to Section  8.2.1,  Licensee  shall notify Ramot in
writing  within  fifteen  (15) days of the receipt of any  Sublicense  Receipts.
Licensee  shall remit to Ramot all amounts due with  respect to such  Sublicense
Receipts  within  thirty  (30) of the  receipt of such  Sublicense  Receipts  by
Licensee.

         8.3.  Payments in U.S.  Dollars.  All payments due under this Agreement
shall be payable in United States  dollars.  Conversion  of foreign  currency to
U.S.  dollars shall be made at the conversion rate existing in the United States
(as  reported  in the  Wall  Street  Journal)  on the  last  working  day of the
applicable  Calendar  Quarter.  Such  payments  shall be  without  deduction  of
exchange, collection, or other charges.

         8.4. Payments in Other  Currencies.  If by law,  regulation,  or fiscal
policy of a  particular  country,  conversion  into  United  States  dollars  or
transfer of funds of a  convertible  currency to the United States is restricted
or  forbidden,   Licensee  shall  give  Ramot  prompt  written  notice  of  such
restriction,  which  notice  shall  satisfy the payment  deadlines  described in
Section 8.2.  Licensee shall pay any amounts due Ramot through  whatever  lawful
methods Ramot reasonably designates;  provided,  however, that if Ramot fails to
designate such payment method within thirty (30) days after Ramot is notified of
the  restriction,  Licensee may deposit  such  payment in local  currency to the
credit of Ramot in a  recognized  banking  institution  selected by Licensee and
identified  by written  notice to Ramot,  and such  deposit  shall  fulfill  all
obligations of Licensee to Ramot with respect to such payment.



                                       15
<PAGE>


         8.5. Records.  Licensee shall maintain,  and shall cause its Affiliates
and Sublicensees to maintain, complete and accurate records of Licensed Products
that are made, used or sold under this  Agreement,  any amounts payable to Ramot
in relation to such Licensed  Products and all Sublicense  Receipts  received by
Licensee and its Affiliates,  which records shall contain sufficient information
to  permit  Ramot to  confirm  the  accuracy  of any  reports  or  notifications
delivered  to Ramot under  Section  8.2.  The  relevant  party shall retain such
records  relating to a given Calendar Quarter for at least three (3) years after
the conclusion of that Calendar Quarter,  during which time Ramot shall have the
right, at its expense,  to cause an independent,  certified public accountant to
inspect  such  records  during  normal  business  hours for the sole  purpose of
verifying  any  reports  and  payments  delivered  under  this  Agreement.  Such
accountant  shall not disclose to Ramot any information  other than  information
relating to the accuracy of reports and payments delivered under this Agreement.
The parties shall reconcile any  underpayment or overpayment  within thirty (30)
days after the accountant  delivers the results of the audit.  In the event that
any audit  performed under this Section 8.5 reveals an underpayment in excess of
five percent (5%) in any calendar  year,  the audited  party shall bear the full
cost of such audit.  Ramot may  exercise  its rights under this Section 8.5 only
once every year per audited party and only with  reasonable  prior notice to the
audited party.  Licensee shall cause its  Affiliates and  Sublicensees  to fully
comply with the terms of this Section 8.5.

         8.6. Audited Report.  Licensee shall furnish Ramot, and shall cause its
Affiliates and  Sublicensees  to furnish Ramot,  within one hundred twenty (120)
days after the end of each calendar year,  commencing at the end of the calendar
year of the First  Commercial  Sale, with a report,  certified by an independent
certified  public  accountant,  relating to royalties and other  payments due to
Ramot  pursuant to this  Agreement in respect to the previous  calendar year and
containing  the same details as those  specified in Section 8.2 above in respect
to the previous calendar year.

          8.7. Late  Payments.  Any payments by Licensee that are not paid on or
before the date such payments are due under this  Agreement  shall bear interest
at an annual interest, compounded monthly, equal to three percent (3%) above the
London  Interbank  Offer Rate (LIBOR) as  determined  for each month on the last
business  day of that month,  assessed  from the day payment was  initially  due
until the date of payment.

         8.8.  Payment  Method.  Each payment due to Ramot under this  Agreement
shall be paid in U.S.  currency by wire transfer of funds to Ramot's  account in
accordance with written instructions provided by Ramot.



                                       16
<PAGE>


         8.9.  VAT;  Withholding  and Similar  Taxes.  All amounts to be paid to
Ramot  pursuant to this Agreement are exclusive of Value Added Tax but inclusive
of all other taxes or withholding  amounts.  Licensee shall add value added tax,
as required by law, to all such amounts.  If applicable  laws require that taxes
be withheld from any amounts due to Ramot under this  Agreement,  Licensee shall
(a) deduct  these  taxes from the  remittable  amount,  (b) pay the taxes to the
proper taxing authority, and (c) promptly deliver to Ramot a statement including
the  amount  of  tax  withheld  and  justification  therefore,  and  such  other
information as may be necessary for tax credit purposes.

9.       Confidential Information

         9.1 Confidentiality.

                  9.1.1. Confidential Information. Licensee agrees that, without
the prior  written  consent  of Ramot,  in each  case,  during  the term of this
Agreement, and for five (5) years thereafter, it will keep confidential, and not
disclose or use  Confidential  Information (as defined below) other than for the
purposes  of this  Agreement,  without  the  express  written  consent of Ramot.
Licensee  shall  treat such  Confidential  Information  with the same  degree of
confidentiality as it keeps its own confidential information,  but in all events
no less than a reasonable degree of  confidentiality.  Licensee may disclose the
Confidential Information only to employees and consultants of Licensee or of its
Affiliates or Sublicensees  who have a "need to know" such  information in order
to enable Licensee to exercise its rights and fulfill its obligations under this
Agreement and are legally bound by agreements which impose  confidentiality  and
non-use  obligations  comparable  to  those  set  forth in this  Agreement.  For
purposes of this  Agreement,  "Confidential  Information"  means any scientific,
technical,  trade or business information relating to the subject matter of this
Agreement  designated as confidential or which  otherwise  should  reasonably be
construed  under the  circumstances  as being  confidential  disclosed  by or on
behalf  of  Ramot,  TAU,  or any of their  employees,  researchers  or  students
(including  members  of the TAU Team) to  Licensee,  whether  in oral,  written,
graphic or machine-readable form, except to the extent such information: (i) was
known  to  Licensee  at the  time  it was  disclosed,  other  than  by  previous
disclosure by or on behalf of Ramot, TAU or any of their employees,  researchers
or  students,  as  evidenced  by  Licensees'  written  records  at the  time  of
disclosure;  (ii) is at the time of disclosure or later becomes  publicly  known
under circumstances involving no breach of this Agreement; (iii) is lawfully and
in good faith made  available to Licensee by a third party who is not subject to
obligations of confidentiality to Ramot or TAU with respect to such information;
or (iv) is  independently  developed by Licensee without the use of or reference
to the Confidential Information, as demonstrated by documentary evidence.

                  9.1.2.  Disclosure of  Agreement.  Each party may disclose the
terms of this Agreement to the extent  required,  in the  reasonable  opinion of
such party's legal counsel, to comply with applicable laws.



                                       17
<PAGE>


                  9.1.3. Publicity.  Except as expressly permitted under Section
9.1.2,  no party  will make any public  announcement  regarding  this  Agreement
without the prior written approval of the other party.

         9.2. Academic  Publications and Third Party Collaboration.  Ramot shall
have the right to allow the Principal Investigators and other members of the TAU
Team to publish the results of the Research, if any, in scientific publications,
to present such results at scientific  symposia,  or to transfer such results to
third parties for the purpose of conducting Other Research in collaboration with
TAU, provided that the following procedure is followed:

                  9.2.1. Ramot shall cause the members of the TAU Team to comply
with standard academic practice regarding authorship of scientific  publications
and recognition of contribution of other parties in any publications relating to
the Research.

                  9.2.2 The results of the Research shall only be transferred to
a third  party for the purpose of  conducting  Other  Research  after such third
party has executed a material transfer agreement on terms approved in advance by
the Company,  which shall contain appropriate  protections for the rights of the
Company hereunder;

                  9.2.3.  No later than thirty (30) days prior to submission for
publication  of any  scientific  articles,  abstracts or papers  concerning  the
results of the  Research,  the  presentation  of such results at any  scientific
symposia,  or the transfer of such  results to third  parties for the purpose of
Other  Research,  Ramot shall send to Licensee a written copy of the material to
be so submitted,  presented,  or transferred  and shall allow Licensee to review
such  submission  to  determine  whether  the  material  to  be  publication  or
presentation  contains  subject  matter for which  patent  protection  should be
sought prior to publication,  presentation  or transfer for the  preservation of
Ramot Patent Rights.

                  9.2.4.  Licensee  shall  provide  its  written  comments  with
respect to such  publication or  presentation  within thirty (30) days following
its receipt of such written material.

                  9.2.5.  If  Licensee,  in  its  written  comments,  identifies
material for which patent  protection  should be sought,  then Ramot shall cause
the  publication,  presentation or transfer of such material to be delayed for a
further  period  of up to sixty  (60)  days  from the  receipt  of such  written
comments to enable Ramot to make the necessary patent filings in accordance with
Section 4.

                  9.2.6.  After  compliance  with the foregoing  procedures with
respect  to  an  academic,  scientific  or  medical  publication  and/or  public
presentation,  members  of the TAU  Team  shall  not have to  resubmit  any such
information  published according to this Section 9.2 for re-approval should such
same information be republished or publicly disclosed in another form.


                                       18
<PAGE>


10.      Enforcement of Patent Rights.

         10.1.  Notice.  In the event either party becomes aware of any possible
or actual infringement or unauthorized possession, knowledge or use of any Ramot
Patent  Rights  (collectively,  an  "Infringement"),  that party shall  promptly
notify the other party and provide it with details regarding such Infringement

         10.2.  Suit by  Licensee.  Licensee  shall have the right,  but not the
obligation, to take action in the prosecution, prevention, or termination of any
Infringement of Ramot Patent Rights. Should Licensee elect to bring suit against
an  infringer  and Ramot is joined as party  plaintiff  in any such suit,  Ramot
shall have the right to approve  the counsel  selected by Licensee to  represent
Licensee,  such approval not to be unreasonably  withheld.  The expenses of such
suit or suits that  Licensee  elects to bring,  including  any expenses of Ramot
incurred in  conjunction  with the  prosecution  of such suits or the settlement
thereof,  shall be paid for entirely by Licensee  and Licensee  shall hold Ramot
free,  clear and harmless from and against any and all costs of such litigation,
including  attorney's  fees.  Licensee  shall  not  compromise  or  settle  such
litigation  without the prior written consent of Ramot,  which consent shall not
be unreasonably  withheld or delayed.  In the event Licensee exercises its right
to sue pursuant to this Section 10.2, it shall first reimburse itself out of any
sums recovered in such suit or in settlement  thereof for all costs and expenses
of every kind and character,  including reasonable attorney's fees,  necessarily
involved in the prosecution of any such suit. If, after such reimbursement,  any
funds shall remain from said recovery,  then Ramot shall receive an amount equal
to one-third of such funds and the  remaining  two-thirds of such funds shall be
retained by Licensee,  provided that with respect to amounts awarded for loss of
sales,  Ramot shall only be entitled  (after such amounts  shall first have been
applied to cover out-of-pocket  expenses of both parties) to 5% from the awarded
lost Net Sales or the lost Net Sales grossed up from the loss of profit  awarded
by the court.

         10.3.  Suit  by  Ramot.  If  Licensee  does  not  take  action  in  the
prosecution,  prevention, or termination of any Infringement pursuant to Section
10.2  above,  and has not  commenced  negotiations  with the  infringer  for the
discontinuance  of said  Infringement,  within ninety (90) days after receipt of
notice to Licensee by Ramot of the existence of an Infringement, Ramot may elect
to do so.  Should Ramot elect to bring suit against an infringer and Licensee is
joined as party  plaintiff  in any such suit,  Licensee  shall have the right to
approve the counsel selected by Ramot to represent  Ramot,  such approval not to
be unreasonably  withheld.  The expenses of such suit or suits that Ramot elects
to bring,  including any expenses of Licensee  incurred in conjunction  with the
prosecution of such suits or the settlement thereof,  shall be paid for entirely
by Ramot and Ramot shall hold Licensee free, clear and harmless from and against
any and all costs of such litigation, including attorney's fees. Ramot shall not
compromise  or settle  such  litigation  without  the prior  written  consent of
Licensee,  which consent shall not be unreasonably  withheld or delayed.  In the
event Ramot  exercises  its right to sue pursuant to this Section 10.3, it shall
first  reimburse  itself out of any sums recovered in such suit or in settlement
thereof  for all costs  and  expenses  of every  kind and  character,  including
reasonable attorney's fees,  necessarily involved in the prosecution of any such
suit. If, after such  reimbursement,  any funds shall remain from said recovery,
then  Licensee  shall receive an amount equal to one-third of such funds and the
remaining two-thirds of such funds shall be retained by Ramot.


                                       19
<PAGE>


         10.4.  Own  Counsel.  Each  party  shall  always  have the  right to be
represented  by counsel of its own  selection and at its own expense in any suit
instituted under this Section 10 by the other party for Infringement.

         10.5.  Cooperation.  Each party agrees to cooperate fully in any action
under this Section 10 which is controlled by the other party,  provided that the
controlling  party  reimburses the cooperating  party promptly for any costs and
expenses  incurred by the  cooperating  party in connection  with providing such
assistance.

         10.6.  Standing.  If a party  lacks  standing  and the other  party has
standing  to bring any such suit,  action or  proceeding,  then such other party
shall do so at the request of and at the  expense of the  requesting  party.  If
either party  determines  that it is necessary or desirable for another party to
join any such suit,  action or  proceeding,  the other party  shall  execute all
papers  and  perform  such  other  acts  as may be  reasonably  required  in the
circumstances.

11.      Warranties; Limitation of Liability.

         11.1.  Compliance with Law. Licensee warrants that it will comply with,
and shall ensure that its  Affiliates and  Sublicensees  comply with, all local,
state,   federal,  and  international  laws  and  regulations  relating  to  the
development, manufacture, use, and sale of Licensed Products.

         11.2.  Representations  by Ramot.  Ramot represents that: (a) it is the
owner of the Ramot Patent Rights set forth in Exhibit  1.18(a) free and clear of
all liens and  encumbrances;  (b) it has the right to grant the licenses granted
pursuant  to this  Agreement;  (c) it has not  granted any rights in or to Ramot
Technology which are inconsistent with the rights granted to Licensee under this
Agreement to any other party.

         11.3. No Warranty.

                  11.3.1.   Nothing  in  this  Agreement   (including,   without
limitation, any exhibits or attachments hereto) shall be construed as a warranty
on the part of Ramot that any  results or  inventions  will be  achieved  in the
Research or that the Ramot Technology, Joint Technology and/or any other results
or inventions achieved in the Research are or will be commercially  exploitable,
and  furthermore,  Ramot makes no warranties  whatsoever as to the commercial or
scientific  value of the Ramot  Technology,  Joint  Technology  and/or as to any
results which may be achieved in the Research  and/or that any patent will issue
from any pending patent applications in the Ramot Patent Rights.  Ramot makes no
representation  that use of the Ramot  Technology or Joint  Technology  will not
infringe the patent or proprietary rights of any third party.


                                       20
<PAGE>


                  11.3.2.   Except  as  otherwise  expressly  provided  in  this
Agreement, no party makes any warranty with respect to any technology,  patents,
goods,  services,  rights or other subject  matter of this  Agreement and hereby
disclaims  warranties of  merchantability,  fitness for a particular purpose and
noninfringement with respect to any and all of the foregoing.

         11.4.  Limitation of Liability.  Notwithstanding  anything else in this
Agreement or  otherwise,  Ramot shall not be liable to Licensee  with respect to
any subject  matter of this  Agreement  under any contract,  negligence,  strict
liability or other legal or equitable  theory for (i) any indirect,  incidental,
consequential or punitive damages or lost profits or (ii) cost of procurement of
substitute goods, technology or services.

12.      Indemnification.

         12.1 Indemnity.  Licensee shall  indemnify,  defend,  and hold harmless
Ramot,  TAU, the  Principal  Investigators,  the other  members of the TAU Team,
their Affiliates and their respective governors, directors, officers, employees,
and  agents and their  respective  successors,  heirs and  assigns  (the  "Ramot
Indemnitees"),  against  any  liability,  damage,  loss,  or expense  (including
reasonable  attorneys  fees and expenses of  litigation)  incurred by or imposed
upon any of the Ramot Indemnitees in connection with any claims, suits, actions,
demands  or  judgments  ("Claims")  arising  out  of  any  theory  of  liability
(including without limitation actions in the form of tort,  warranty,  or strict
liability  and  regardless  of  whether  such  action  has  any  factual  basis)
concerning the use of any Ramot Technology or Joint  Technology by Licensee,  or
any of its Affiliates or Sublicensees,  or concerning any product,  process,  or
service that is made,  used, or sold pursuant to any right or license granted by
Ramot to  Licensee  under this  Agreement  (except in cases  where such  claims,
suits,  actions,  demands or judgments  result from a willful material breach of
this Agreement, gross negligence or willful misconduct on the part of any of the
Ramot Indemnitees).

         12.2 Procedures.  If any Ramot Indemnitee receives notice of any Claim,
such Ramot  Indemnitee  shall,  as  promptly  as is  reasonably  possible,  give
Licensee  notice of such Claim;  provided,  however,  that  failure to give such
notice promptly shall only relieve Licensee of any indemnification obligation it
may have hereunder to the extent such failure diminishes the ability of Licensee
to respond to or to defend the Ramot  Indemnitee  against such Claim.  Ramot and
Licensee shall consult and cooperate  with each other  regarding the response to
and the defense of any such Claim and Licensee shall, upon its acknowledgment in
writing of its obligation to indemnify the Ramot Indemnitee,  be entitled to and
shall assume the defense or represent the  interests of the Ramot  Indemnitee in
respect of such Claim,  that shall  include the right to select and direct legal
counsel and other  consultants  to appear in  proceedings on behalf of the Ramot
Indemnitee  and to propose,  accept or reject offers of  settlement,  all at its
sole cost; provided,  however, that no such settlement shall be made without the
written  consent of the Ramot  Indemnitee,  such consent not to be  unreasonably
withheld.  Nothing herein shall prevent the Ramot  Indemnitee from retaining its
own counsel and participating in its own defense at its own cost and expense.



                                       21
<PAGE>


         12.3 Insurance.  Commencing with the commencement of clinical trials in
humans with  respect to the first  Licensed  Product,  Licensee  shall  maintain
insurance that is reasonably adequate to insure its liability pursuant to clause
12.1 above. Such insurance shall be in reasonable  amounts (but in any event not
less than five million US dollars  (US$5,000,000) for injuries to any one person
arising out of a single  occurrence  and ten million US dollars  (US$10,000,000)
for  injuries  to  all  persons  arising  out  of a  single  occurrence)  and on
reasonable  terms in the  circumstances,  having regard,  in particular,  to the
nature of the Licensed  Products,  and shall be subscribed  for from a reputable
insurance  company.  Licensee  shall provide Ramot,  upon request,  with written
evidence of such  insurance.  Licensee shall continue to maintain such insurance
after the expiration or termination of this Agreement during any period in which
Licensee or any  Affiliate  or  Sublicensee  continues  to make,  use, or sell a
Licensed Product, and thereafter for a period of seven (7) years.

13.      Term and Termination.

         13.1.  Term. The term of this Agreement shall commence on the Effective
Date and,  unless  earlier  terminated  as  provided in this  Section 13,  shall
continue in full force and effect on a Licensed  Product-by-Licensed Product and
country-by-country  basis  until  the  expiration  of  all  payment  obligations
pursuant to Section 7 for such Licensed Product.

         13.2.  Effect of  Expiration.  Following  the  expiration  pursuant  to
Section  13.1 of this  Agreement on a Licensed  Product-by-Licensed  Product and
country-by-country  basis  (and  provided  the  Agreement  has not been  earlier
terminated  pursuant to Section  13.3,  in which case Section 13.4 shall apply):
(a) Licensee shall have a fully-paid up, nonexclusive license (with the right to
grant sublicenses)  under the Ramot Technology solely to develop,  make and have
made, use, offer to sell, sell, have sold,  import,  export,  otherwise transfer
physical  possession of or otherwise  transfer title to such Licensed Product in
such  country;  (b) Ramot shall be free to use the Ramot  Technology to develop,
make and have  made,  use,  offer to sell,  sell,  have  sold,  import,  export,
otherwise  transfer physical  possession of or otherwise  transfer title to such
Licensed  Product in such country and to grant others  licenses  under the Ramot
Technology  to do the same;  and (c) each of the parties shall have a fully-paid
up, non-exclusive, worldwide license (with the right to grant sublicenses) under
the other party's interest in the Joint Technology for any and all purposes.

         13.3. Termination.

                13.3.1  Termination  Without Cause.  Licensee may terminate this
Agreement upon sixty (60) days prior written notice to Ramot,  provided however,
that,  subject to Section  2.1.2,  Licensee may not terminate its  obligation to
fund the Research under Section 2.2.1.



                                       22
<PAGE>

                13.3.2.   Termination for Default.

                          13.3.2.1  In the event  that  either  party  commits a
material breach of its  obligations  under this Agreement and fails to cure that
breach within thirty (30) days after receiving written notice thereof, the other
party may terminate this Agreement  immediately upon written notice to the party
in breach.  Notwithstanding the foregoing,  in the event of a breach pursuant to
Section 5.2.4 (i.e. a breach by a Sublicensee)  that is not  susceptible of cure
by Licensee  within the thirty (30) day period set forth above and License  uses
diligent good faith efforts to cure such breach, the thirty (30) day cure period
shall be extended by an additional period of thirty (30) days.

                           13.3.3.2 In the event of an uncured  material  breach
by Ramot as  described  in the  foregoing  paragraph,  Licensee may elect not to
terminate  this Agreement but,  instead,  to sue Ramot for damages  arising from
such  breach,  provided  however,  that in no event will  Licensee  seek damages
against  Ramot in any such action which exceed  amounts  actually  paid to Ramot
under this Agreement.

                13.3.3.  Bankruptcy.  Either party may terminate  this Agreement
upon  notice to the other if the other  party  becomes  insolvent,  is  adjudged
bankrupt,  applies for judicial or extra-judicial settlement with its creditors,
makes an  assignment  for the benefit of its  creditors,  voluntarily  files for
bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by
reason of its insolvency,  or in the event an involuntary  bankruptcy  action is
filed against the other party and not  dismissed  within ninety (90) days, or if
the other party becomes the subject of liquidation or dissolution proceedings or
otherwise discontinues business.

         13.4. Effect of Termination.

                  13.4.1.  Termination of Rights.  Upon  termination by Licensee
pursuant to Sections  13.3.1,  13.3.2 or 13.3.3  hereof or by Ramot  pursuant to
Sections 6.4,  13.3.2 or 13.3.3 hereof:  (a) the rights and licenses  granted to
Licensee  under  Section 5 shall  terminate;  (b) all rights in and to the Ramot
Technology  shall revert to Ramot and Licensee,  its Affiliates and Sublicensees
shall not be entitled to make any further use whatsoever of the Ramot Technology
nor shall  Licensee,  its Affiliates or Sublicensees  develop,  make, have made,
use, offer to sell, sell, have sold, import, export, otherwise transfer physical
possession  of or otherwise  transfer  title to Licensed  Products;  and (c) any
existing  agreements  that contain a sublicense  of the Ramot  Technology  shall
terminate to the extent of such sublicense;  provided,  however,  that, for each
Sublicensee, upon termination of the sublicense agreement with such Sublicensee,
Ramot shall be obligated,  at the request of such  Sublicensee,  to enter into a
new license  agreement with such Sublicensee on substantially  the same terms as
those contained in such sublicense agreement,  provided that such terms shall be
amended,  if necessary,  to the extent  required to ensure that such  Sublicense
Agreement does not impose any  obligations or liabilities on Ramot which are not
included in this Agreement.



                                       23
<PAGE>

                  13.4.2.  Accruing  Obligations.  Termination of this Agreement
shall  not  relieve  the  parties  of  obligations   occurring   prior  to  such
termination,  including  obligations to pay amounts accruing hereunder up to the
date of termination.

                  13.4.3. Transfer of Regulatory Filings and Know How.

                            13.4.3.1.  In the event that Ramot  terminates  this
Agreement  pursuant to Section 6.4,  13.3.2 or 13.3.3,  Licensee  shall promptly
deliver and assign to Ramot (a) all documents and other materials filed by or on
behalf of Licensee and its Affiliates with Regulatory Agencies in furtherance of
applications  for  Regulatory  Approval in the relevant  country with respect to
Licensed Products and (b) all intellectual  property,  inventions,  conceptions,
compositions,   materials,  methods,  processes,  data,  information,   records,
results,  studies  and  analyses,  discovered  or  acquired  by, or on behalf of
Licensee  and its  Affiliates  which  relate  directly  to actual  or  potential
Products,  including without limitation Licensee's interest in Joint Technology.
Ramot and TAU shall be entitled  to freely use and to grant  others the right to
use all such  materials,  documents  and  know-how  delivered  pursuant  to this
13.4.3.1 without any obligations to Licensee.

                            13.4.3.2.  In the  event  Licensee  terminates  this
Agreement pursuant to Section 13.3.1, Licensee shall promptly deliver and assign
to Ramot (a) all documents and other materials filed by or on behalf of Licensee
and its Affiliates with Regulatory  Agencies in furtherance of applications  for
Regulatory Approval in the relevant country with respect to Products and (b) all
intellectual  property,  inventions,   conceptions,   compositions,   materials,
methods,  processes, data, information,  records, results, studies and analyses,
discovered  or acquired  by, or on behalf of Licensee and its  Affiliates  which
relate  directly to actual or potential  Licensed  Products,  including  without
limitation  Licensee's  interest  in Joint  Technology.  Ramot  and TAU shall be
entitled to freely use and to grant others the right to use all such  materials,
documents and know-how  delivered pursuant to this 13.4.3.1 (the "Assigned IP");
provided  that in the event Ramot  grants a third party a license  under or with
respect to any of the Assigned  IP,  Ramot shall pay  Licensee  royalties in the
amount of thirty  (30%) of all Net Ramot  Receipts (as defined  below)  actually
received by Ramot in consideration for the license of such Assigned IP. All such
royalties shall be paid by Ramot on a quarterly basis, within thirty days of the
end of the calendar quarter in which the consideration was received. Ramot shall
report to Licensee and pay the said amounts to Licensee in  accordance  with the
procedures set forth in this  Agreement  with respect to Licensee's  payment and
reporting  obligations  to Ramot  as  described  in  section  8  above,  mutatis
mutandis.  For purposes of this Section 13.4.3.2, the following words shall have
the following meanings:


                                       24
<PAGE>


                                    (a) "Net  Ramot  Receipts"  shall mean Ramot
Receipts less Ramot Expenses.

                                    (b) "Ramot  Receipts" shall mean all amounts
in cash and  other  consideration  actually  received  by Ramot  from the  sale,
transfer,  assignment, lease, grant of licenses under or with respect to, or the
assignment  of rights in, any or all of the  Assigned IP;  provided  that "Ramot
Receipts" does not include payments specifically committed to cover future costs
to be actually incurred by Ramot (including  customary  overhead,  not exceeding
30%) in accordance  with detailed  budgets and research  workplans  included in,
sponsored research or research and license  agreements  relating to the Assigned
IP.

                                    (c)   "Ramot   Expenses"   shall   mean  all
out-of-pocket expenses and professional fees, including legal fees, patent agent
fees and fees paid to other experts,  incurred by Ramot in connection  with: (a)
the filing, prosecution, maintenance or enforcement of any patent application or
patent  covering  or  included  in the  Assigned  IP;  or (b)  the  preparation,
negotiation, execution and/or enforcement of any agreement relating to the sale,
lease, license or assignment of any or all of or under the Assigned IP.

         13.5. Survival. The parties' respective rights,  obligations and duties
under  Sections  8.5,  9, 11,  12,  13,  14.2 and 14.4,  as well as any  rights,
obligations  and duties which by their nature  extend  beyond the  expiration or
termination  of this  Agreement,  shall survive any expiration or termination of
this Agreement.

14.      Miscellaneous.

         14.1.  Entire  Agreement.  This  Agreement is the sole  agreement  with
respect to the subject  matter  hereof and except as expressly set forth herein,
supersedes  all other  agreements  and  understandings  between the parties with
respect to the same.

         14.2. Publicity  Restrictions.  Subject to Section 9.1.2,  Licensee and
its Affiliates and  Sublicensees  shall not use the name of Ramot,  TAU,  either
Principal Investigator or any of their trustees, officers, faculty, researchers,
students,  employees,  or  agents,  or any  adaptation  of  such  names,  in any
promotional  material or other public announcement or disclosure relating to the
subject matter of this Agreement without the prior written consent of Ramot.

         14.3.  Notices.  Unless otherwise  specifically  provided,  all notices
required or permitted by this Agreement shall be in writing and may be delivered
personally,  or may be sent by  facsimile  or  certified  mail,  return  receipt
requested,  to the  following  addresses,  unless the parties  are  subsequently
notified of any change of address in accordance with this Section 14.3:


                                       25
<PAGE>


       If to Licensee:              Brainstorm Cell Therapeutics, Inc.
                                    1350 Avenue of the Americas
                                    New York,
                                    NY 10019
                                    USA

                                    With a copy to:


                                    Tulchinsky, Stern & Co, Law Offices
                                    Abba Hillel 14
                                    Beit Oz
                                    Ramat Gan 52506


       If to Ramot:                 Ramot at Tel Aviv University Ltd.
                                    P.O. Box 39296
                                    Tel Aviv 61392
                                    Israel
                                    Attn:  CEO
                                    Fax: 972-3-640-5064

         Any notice  shall be deemed to have been  received as  follows:  (i) by
personal  delivery,  upon  receipt;  (ii) by  facsimile,  one business day after
transmission  or  dispatch;  (iii) by  airmail,  seven (7)  business  days after
delivery to the postal  authorities  by the party serving  notice.  If notice is
sent by  facsimile,  a confirming  copy of the same shall be sent by mail to the
same address.

         14.4. Governing Law and Jurisdiction.  This Agreement shall be governed
by and construed in accordance  with the laws of Israel,  without  regard to the
application of principles of conflicts of law, except for matters of patent law,
which,  other than for matters of inventorship on patents,  shall be governed by
the patent  laws of the  relevant  country of the  patent.  The  parties  hereby
consent to personal jurisdiction in Israel and agree that the competent court in
Tel Aviv,  Israel shall have sole  jurisdiction over any and all matters arising
from this  Agreement,  except that Ramot may bring suit  against the Licensee in
any other  jurisdiction  outside  Israel in which the  Licensee  has assets or a
place of business.

         14.5. Binding Effect. This Agreement shall be binding upon and inure to
the  benefit  of  the  parties  and  their  respective  legal   representatives,
successors and permitted assigns.

         14.6.  Headings.  Section and  subsection  headings  are  inserted  for
convenience of reference only and do not form a part of this Agreement.


                                       26
<PAGE>


         14.7.  Counterparts.  This Agreement may be executed  simultaneously in
two or more counterparts, each of which shall be deemed an original.

         14.8.  Amendment;  Waiver.  This  Agreement  may be amended,  modified,
superseded  or canceled,  and any of the terms may be waived,  only by a written
instrument  executed  by each  party  or,  in the case of  waiver,  by the party
waiving  compliance.  The delay or  failure of any party at any time or times to
require  performance  of any  provisions  hereof  shall in no manner  affect the
rights at a later time to  enforce  the same.  No waiver by either  party of any
condition or of the breach of any term contained in this  Agreement,  whether by
conduct, or otherwise,  in any one or more instances,  shall be deemed to be, or
considered  as, a further or continuing  waiver of any such  condition or of the
breach of such term or any other term of this Agreement.

          14.9. No Agency or  Partnership.  Nothing  contained in this Agreement
shall  give any  party  the right to bind  another,  or be deemed to  constitute
either  parties as agents for each other or as  partners  with each other or any
third party.

         14.10. Assignment and Successors. This Agreement may not be assigned by
either  party  without  the  consent of the other,  which  consent  shall not be
unreasonably withheld.

         14.11.  Force  Majeure.  Neither party will be  responsible  for delays
resulting  from causes beyond the  reasonable  control of such party,  including
without limitation fire,  explosion,  flood, war, strike, or riot, provided that
the nonperforming party uses commercially  reasonable efforts to avoid or remove
such causes of  nonperformance  and continues  performance  under this Agreement
with reasonable dispatch whenever such causes are removed.

         14.12.  Interpretation.  The parties hereto acknowledge and agree that:
(i) each Party and its counsel  reviewed and negotiated the terms and provisions
of this  Agreement  and  have  contributed  to its  revision;  (ii)  the rule of
construction  to the  effect  that any  ambiguities  are  resolved  against  the
drafting party shall not be employed in the  interpretation  of this  Agreement;
and (iii) the terms and provisions of this Agreement  shall be construed  fairly
as to  both  parties  hereto  and  not in  favor  of or  against  either  party,
regardless of which party was generally  responsible for the preparation of this
Agreement.

         14.13.  Severability.  If any provision of this Agreement is or becomes
invalid or is ruled invalid by any court of competent  jurisdiction or is deemed
unenforceable,  it is the  intention of the parties  that the  remainder of this
Agreement shall not be affected.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       27
<PAGE>

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their duly authorized representatives as of the date first written above.



Ramot at Tel Aviv University Ltd.       Brainstorm Cell Therapeutics, Inc.



By: /s/ Ze'ev Weinfeld, Ph.D.           By: /s/ Yoram Drucker
    --------------------------------        -----------------------------------
    Name:  Ze'ev Weinfeld, Ph.D.            Name:  Yoram Drucker
    Title: Executive Vice President,        Title: Chief Operating Officer
           Business Development                    (Principal executive officer)

By: /s/ Yehuda Niv
    --------------------------------
    Name:  Yehuda Niv
    Title: CEO







We, the  undersigned,  hereby confirm that we have read the Agreement,  that its
contents are acceptable to us and that we will act in accordance with its terms.


/s/ Eldad Melamed                       /s/ Daniel Offen
--------------------------------        --------------------------------
Professor Eldad Melamed                 Dr. Daniel Offen



                                       28