Exhibit 10.3



               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT



         This AMENDED AND RESTATED  REGISTRATION  RIGHTS AGREEMENT is made as of
the 31st day of March,  2006, by and among Brainstorm Cell Therapeutics  Inc., a
Washington State corporation (the "Company"),  and the warrant holders listed on
Schedule A hereto, each of which is herein referred to as an "Warrant Holder".

                                    RECITALS

         WHEREAS,  the  Warrant  Holders  are holders of warrants to purchase an
aggregate of  12,800,845  shares of Common Stock of the Company that were issued
to them in connection with the Company's  entrance into a License  Agreement and
two Consulting Agreements (the "Underlying Agreements");

         WHEREAS,  in order to induce  the  Warrant  Holders  to enter  into the
Underlying  Agreements,  the Company agreed to grant certain registration rights
in connection  with the shares of Common Stock  issuable in connection  with the
exercise of the  Warrants to enable the Warrant  Holders to resell the  Warrants
pursuant to a registration statement that is effective under the Securities Act;
and

         WHEREAS,   the  Company  and  the  Warrant   Holders   entered  into  a
Registration  Rights  Agreement,  dated  July  18th,  2005,  setting  forth such
registration rights and related matters (the "Original Agreement"); and

         WHEREAS,  the  Company  and the Warrant  Holders  wish to make  certain
amendments  to the  Original  Agreement,  and in  order to give  effect  to such
amendments,  the Company and the Warrant  Holders 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 18, 2005;


         NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

         1. Registration Rights. The Company covenants and agrees as follows:

                  1.1 Definitions. For purposes of this Agreement:

                           (i) The term "Common  Stock" means  (except where the
context otherwise indicates) the Common Stock of the Company, par value $0.00005
per share.

                           (ii) The term  "Effective  Date" means  December  31,
2006.

                           (iii) The term  "Holder"  means any person  owning or
having the right to acquire  Registrable  Securities or any assignee  thereof in
accordance with this Agreement.


<PAGE>

                           (iv)  The term  "Registrable  Securities"  means  the
Warrants and the Common Stock  issuable upon exercise of the Warrants,  provided
that such  securities  shall cease to constitute  "Registrable  Securities"  for
purposes  of this  Agreement  on the earlier of (x) the  expiration  date of the
Warrants or (y) such  earlier  time as when (A) a  registration  statement  with
respect to the resale of such securities  shall have been declared  effective by
the Commission and such securities  shall have been sold pursuant  thereto,  (B)
such securities  shall have been sold in  satisfaction of all applicable  resale
provisions of Rule 144 under the  Securities  Act, (C) ) as to any Holder,  such
Holder's  securities may be resold  pursuant to Rule 144(k) under the Securities
Act (or any successor provision) or all of such Holder's Registrable  Securities
may be resold in a single ninety (90) day period under Rule  144(e)(1)(i) of the
Securities  Act, or (D) such  securities  cease to be issued and outstanding for
any reason.

                           (v) The term  "Commission"  shall mean the Securities
and Exchange Commission.

                           (vi) The term "Person"  shall mean an  individual,  a
corporation,  a  partnership,  a  joint  venture,  a  trust,  an  unincorporated
organization,  a limited liability company or partnership,  a government and any
agency or political subdivision thereof.

                           (vii) The term  "Securities Act" means the Securities
Act of 1933, as amended.

                           (viii)  The  "Warrants"  shall mean the  warrants  to
purchase an aggregate of  12,800,845  shares of Common Stock of the Company (the
"Original  Warrants")  and  all  warrants  issued  upon  transfer,  division  or
combination of, or in substitution for, the Original  Warrant,  or such warrants
issued in respect thereof.

                           (ix)  The  term  "1934  Act"  means  the   Securities
Exchange Act of 1934, as amended.


                  1.2  Initial   Filing  and   Effectiveness   of   Registration
Statement. Subject to the conditions of this Section 1, the Company shall (x) no
later  than  July 1,  2006,  prepare  and  file a  registration  statement  (the
"Registration Statement") including the prospectus contained therein,  including
any amendment or supplement  thereto (the  "Prospectus")  covering the resale of
the  Registrable  Securities  by the  Holders;  and (y) cause  the  Registration
Statement to be declared  effective on or before the Effective  Date and to keep
the  Registration  Statement  effective  until the date that no Holder  owns any
Registrable Securities. In furtherance of the foregoing, the Company shall

                           (i)  prepare  and  file  with  the  Commission   such
amendments and post-effective amendments to the Registration Statement as may be
necessary to keep such Registration Statement effective; cause the Prospectus to
be supplemented by any required Prospectus supplement, and as so supplemented to
be filed  pursuant  to Rule 424 under the  Securities  Act;  and comply with the
provisions of the Securities  Act and the  applicable  rules with respect to the
disposition of all securities  covered by the Registration  Statement during the
applicable  period  in  accordance  with  the  intended  method  or  methods  of
distribution  set forth in such  Registration  Statement  or  supplement  to the
Prospectus;



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<PAGE>

                           (ii)  upon the  occurrence  of any event  that  would
cause the Registration Statement or the prospectus contained therein,  including
any amendment or supplement  thereto (the "Prospectus") (i) to contain an untrue
statement of material fact or omit to state any material fact  necessary to make
the statements therein not misleading or (ii) not to be effective and usable for
the resale of all or part of the  Registrable  Securities  by the  Holders,  the
Company  shall  promptly  file  an  appropriate  amendment  to the  Registration
Statement  curing such defect,  and, if Commission  review is required,  use its
best  efforts  to cause  such  amendment  to be  declared  effective  as soon as
practicable;

                           (iii)  advise  the  Holders  promptly  (i)  when  any
Prospectus  supplement or  post-effective  amendment  has been filed,  and, with
respect to any successor Registration Statement or any post-effective  amendment
thereto,  when  the  same  has  become  effective,  (ii) of any  request  by the
Commission  for  amendments  to the  Registration  Statement  or  amendments  or
supplements to the Prospectus or for additional  information  relating  thereto,
(iii) of the  issuance  by the  Commission  of any  stop  order  suspending  the
effectiveness of the  Registration  Statement under the Securities Act or of the
suspension  by any  state  securities  commission  of the  qualification  of the
Registrable  Securities  for  offering  or  sale  in  any  jurisdiction,  or the
initiation  of any  proceeding  for any of the preceding  purposes,  (iv) of the
existence of any fact or the  happening of any event that makes any statement of
a  material  fact  made  in the  Registration  Statement,  the  Prospectus,  any
amendment  or  supplement  thereto or any  document  incorporated  by  reference
therein  untrue,  or that  requires the making of any additions to or changes in
the  Registration  Statement  in  order  to  make  the  statements  therein  not
misleading,  or that  requires the making of any  additions to or changes in the
Prospectus  in  order  to make  the  statements  therein,  in the  light  of the
circumstances  under which they were made,  not  misleading.  If at any time the
Commission  shall  issue any stop  order  suspending  the  effectiveness  of the
Registration  Statement,  or any state securities commission or other regulatory
authority shall issue an order  suspending the  qualification  or exemption from
qualification of the Registrable Securities under state securities or "blue sky"
laws, the Company shall use its best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;

                           (iv) use its best  efforts to  register or qualify or
cooperate with the Holders and their  respective  counsel in connection with the
registration or qualification of the Registrable Securities under the securities
or "blue sky" laws of any such jurisdictions in the United States as the Holders
reasonably  request in writing,  provided that the Company shall not be required
in connection  therewith or as a condition  thereto to qualify to do business or
to  file a  general  consent  to  service  of  process  in any  such  states  or
jurisdictions;

                           (v) furnish to the Holders copies of any Registration
Statement or any Prospectus included therein or any amendments or supplements to
any such Registration Statement or Prospectus;



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<PAGE>

                           (vi) if requested by the Holders, promptly include in
any  Registration   Statement  or  Prospectus,   pursuant  to  a  supplement  or
post-effective  amendment  if  necessary,  such  information  as the Holders may
reasonably  request to have included  therein,  including,  without  limitation,
information   relating  to  the  "Plan  of   Distribution"  of  the  Registrable
Securities;  and make all  required  filings of such  Prospectus  supplement  or
post-effective amendment as soon as practicable after the Company is notified of
the matters to be  included  in such  Prospectus  supplement  or  post-effective
amendment;

                           (vii)  in  the  event  of  any  underwritten   public
offering,   enter  into  and  perform  its  obligations  under  an  underwriting
agreement,  in usual and customary form,  with the managing  underwriter of such
offering;

                           (viii) use its reasonable best efforts to comply with
all applicable rules and regulations of the Commission; and

                           (ix) provide  promptly to the Holders,  upon request,
each document filed with the Commission  pursuant to the requirements of Section
13 or Section 15(d) of the Exchange Act.


                  1.3 Piggyback Rights on Company Registration.

                           (i) If  (but  without  any  obligation  to do so) the
Company  proposes to register for sale for its own account or for the account of
any  shareholders  other  than the  Holders  any of its Common  Stock  under the
Securities  Act in  connection  with the public  offering of such  Common  Stock
(other  than a  registration  relating  solely  to the  sale  of  securities  to
participants  in a Company  stock plan, a  registration  relating to a corporate
reorganization  or other  transaction  under Rule 145 of the  Securities  Act, a
registration  on any  form  that  does not  permit  secondary  sales or  include
substantially  the same  information  as would be  required  to be included in a
registration  statement  covering the sale of the Registrable  Securities,  or a
registration  in which the only Common  Stock being  registered  is Common Stock
issuable upon conversion of debt  securities  that are also being  registered,),
the Company  shall,  at such time,  promptly give each Holder  written notice of
such  registration.  Upon the written request of each Holder given within twenty
(20) days after  mailing  of such  notice by the  Company,  the  Company  shall,
subject to the provisions of this Section 1, use all reasonable efforts to cause
all of the  Registrable  Securities  that each such Holder has  requested  to be
registered to be included in such registration under the Securities Act.

                           (ii) Right to  Terminate  Registration.  The  Company
shall have the right to terminate or withdraw any  registration  initiated by it
under this Section 1.3 prior to the effectiveness of such  registration  whether
or not any Holder has elected to include  securities in such  registration.  The
expenses  of such  withdrawn  registration  shall  be borne  by the  Company  in
accordance with Section 1.6 hereof.

                           (iii) Underwriting  Requirements.  In connection with
any  offering  involving  an  underwriting  of shares of the Common  Stock,  the
Company  shall not be required  under this  Section 1.3 to include any  Holder's
shares of Common Stock in such underwriting  unless the Holder accepts the terms
of the  underwriting  as agreed upon  between  the Company and the  underwriters
selected by the Company and enters into an  underwriting  agreement in customary
form with such  underwriter or  underwriters,  and then only in such quantity as
the managing  underwriter  determine in its sole  discretion will not jeopardize
the success of the offering by the Company as provided in Section 1.4 below.



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<PAGE>

                  1.4 Deferral / Cutback Provisions.

                           (i)  Notwithstanding  any other  provision of Section
1.3  relating  to a  registration  by the Company  for its own  account,  if the
managing  underwriter  of the  Company's  securities  being  offered in a public
offering  pursuant to such  registration  statement advises the Company that the
amount  to be  sold  by  Persons  other  than  the  Company  (including  without
limitation the Holders)  (collectively,  "Selling Stockholders") is greater than
the amount  that can be offered  without  adversely  affecting  the  offering of
Common Stock by the  Company,  the Company  may,  subject to the next  following
sentence,  reduce the amount  offered for the  accounts of Selling  Stockholders
(including  any  Holders)  to  a  number  deemed   advisable  by  such  managing
underwriter.  The number of shares of Common Stock held by Selling  Stockholders
to be excluded  shall be  determined  in the  following  order of priority:  (1)
securities  held by any  Persons  not  having any such  contractual,  incidental
"piggyback"  registration  rights,  (2)  securities  held by any Persons  having
contractual,   incidental  "piggyback"   registration  rights  pursuant  to  any
agreement providing similar  "piggyback"  registration rights to this Agreement,
(3) securities held by any Persons having  contractual,  incidental  "piggyback"
registration  rights  pursuant to an  agreement  providing  similar  "piggyback"
registration  rights that  expressly  provides that the number of such shares of
Common Stock proposed to be included in a Company-initiated  registered offering
shall not be reduced  until  after any shares of Common  Stock held  pursuant to
contractual  rights that do not expressly  provide for such priority  under such
circumstances  have been excluded from such  underwriting,  and (4) a portion of
the  Registrable  Securities  sought to be included  by the  holders  thereof as
determined pro rata based upon the aggregate  number of  Registrable  Securities
proposed to be sold by such holders.

                           (ii) The  Company  shall not be  required to effect a
registration  or take any actions  pursuant to this  Section 1in any  particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in  effecting  such  registration,  unless the  Company is
already  subject to service in such  jurisdiction  and except as may be required
under the Securities Act.



                  1.5 Information from Holder. It shall be a condition precedent
to the  obligations of the Company to take any action pursuant to this Section 1
with  respect to the  Registrable  Securities  of any  selling  Holder that such
Holder  shall  furnish to the Company such  information  regarding  itself,  the
Registrable  Securities  held by it, and the intended  method of  disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable  Securities.  Failure on the part of any  selling  Holder to furnish
such  information  to the  Company  within  such  reasonable  time period as the
Company  shall  specify in its notice to the selling  Holders  shall relieve the
Company of its  obligations to include any  Registrable  Securities held by such
Holder in the registration with respect to which such notice was given.



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<PAGE>

                  1.6 Expenses of Registration.  The Company shall bear all fees
and   expenses   incurred  in   connection   with   registrations,   filings  or
qualifications pursuant to this Agreement including all registration, filing and
qualification  fees,  printers' and accounting  fees, fees and  disbursements of
counsel  for  the  Company,   but  excluding  (i)  underwriting   discounts  and
commissions  and (ii) fees and  disbursements  of any counsel  for the  Holders,
which  shall  be  borne  pro  rata by the  Holders  based  upon  the  number  of
Registrable Securities that are being registered. Notwithstanding the foregoing,
the Company  shall not be required to pay for any  expenses of any  registration
proceeding  begun  pursuant  to  Section  1  if  the  registration   request  is
subsequently  withdrawn  at the  request of the  Holders  of a  majority  of the
Registrable Securities to be registered (in which case all participating Holders
shall bear such expenses pro rata).

                  1.7 Delay of  Registration.  No Holder shall have any right to
obtain  or seek  an  injunction  restraining  or  otherwise  delaying  any  such
registration as the result of any  controversy  that might arise with respect to
the interpretation or implementation of this Section 1.

                  1.8 Indemnification.  In the event any Registrable  Securities
are included in a registration statement under this Section 1:

                           (i) To the extent  permitted by law, the Company will
indemnify and hold harmless each Holder, the partners or officers, directors and
shareholders of each Holder,  legal counsel and accountants for each Holder, any
underwriter  (as defined in the Securities Act) for such Holder and each person,
if any,  who  controls  such  Holder or  underwriter  within the  meaning of the
Securities  Act  or the  1934  Act,  against  any  losses,  claims,  damages  or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities  Act,  the 1934 Act or any state  securities  laws,  insofar  as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out  of or  are  based  upon  any  of the  following  statements,  omissions  or
violations  (collectively  a "Violation"):  (i) any untrue  statement or alleged
untrue  statement of a material fact contained in such  registration  statement,
including any preliminary  prospectus or final prospectus  contained  therein or
any amendments or supplements thereto,  (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading,  or (iii) any violation or alleged
violation  by the  Company  of the  Securities  Act,  the 1934  Act,  any  state
securities laws or any rule or regulation  promulgated under the Securities Act,
the 1934 Act or any state  securities  laws; and the Company will reimburse each
such Holder,  underwriter or controlling  person for any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss,  claim,  damage,  liability or action;  provided,  however,  that the
indemnity  agreement  contained  in this  subsection  l.8(i)  shall not apply to
amounts paid in settlement of any such loss, claim, damage,  liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation  that occurs in reliance  upon and in
conformity with written  information  furnished  expressly for use in connection
with such  registration by any such Holder,  underwriter or controlling  person;
provided further,  however,  that the foregoing indemnity agreement with respect
to any  preliminary  prospectus  shall not inure to the benefit of any Holder or
underwriter, or any person controlling such Holder or underwriter, from whom the
person  asserting  any such losses,  claims,  damages or  liabilities  purchased
shares  in the  offering,  if a copy  of the  prospectus  (as  then  amended  or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Holder or  underwriter to
such person,  if required by law so to have been  delivered,  at or prior to the
written  confirmation  of the  sale of the  shares  to such  person,  and if the
prospectus  (as so amended or  supplemented)  would have cured the defect giving
rise to such loss, claim, damage or liability.



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<PAGE>

                           (ii) To the extent  permitted  by law,  each  selling
Holder will indemnify and hold harmless the Company, each of its directors, each
of its officers who has signed the registration statement,  each person, if any,
who controls the Company within the meaning of the Securities Act, legal counsel
and  accountants  for the Company,  any  underwriter,  any other Holder  selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder,  against any losses, claims, damages or liabilities
(joint or several)  to which any of the  foregoing  persons may become  subject,
under the Securities Act, the 1934 Act or any state securities laws,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereto)
arise out of or are based upon any  Violation,  in each case to the extent  (and
only  to the  extent)  that  such  Violation  occurs  in  reliance  upon  and in
conformity with written  information  furnished by such Holder expressly for use
in connection  with such  registration;  and each such Holder will reimburse any
person intended to be indemnified  pursuant to this subsection l.8(ii),  for any
legal or other expenses  reasonably  incurred by such person in connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the indemnity  agreement  contained in this subsection
l.9(ii) shall not apply to amounts paid in  settlement of any such loss,  claim,
damage,  liability or action if such settlement is effected  without the consent
of the Holder (which consent shall not be unreasonably withheld),  provided that
in no event shall any indemnity under this  subsection  l.9(ii) exceed the gross
proceeds from the offering received by such Holder.

                           (iii) Promptly after receipt by an indemnified  party
under this Section 1.8 of notice of the  commencement  of any action  (including
any governmental  action),  such  indemnified  party will, if a claim in respect
thereof is to be made  against any  indemnifying  party under this  Section 1.8,
deliver to the indemnifying  party a written notice of the commencement  thereof
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume the defense  thereof with counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties that may be  represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
1.8, but the omission so to deliver  written  notice to the  indemnifying  party
will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section 1.8.



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<PAGE>

                           (iv)  If the  indemnification  provided  for in  this
Section 1.8 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability,  claim, damage or expense
referred to herein,  then the indemnifying  party, in lieu of indemnifying  such
indemnified  party hereunder,  shall contribute to the amount paid or payable by
such indemnified  party as a result of such loss,  liability,  claim,  damage or
expense in such  proportion as is  appropriate  to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in  connection  with the  statements  or omissions  that  resulted in such loss,
liability,  claim,  damage or expense,  as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

                           (v) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall control.

                           (vi) The obligations of the Company and Holders under
this Section 1.9 shall  survive the  completion  of any offering of  Registrable
Securities in a registration statement under this Section 1, and otherwise.

                  1.9 Assignment of Registration Rights. The rights to cause the
Company to register  Registrable  Securities  pursuant to this  Section 1 may be
assigned (but only with all related  obligations) and shall inure to the benefit
of and be binding  upon the  respective  successors  and  assigns of the parties
(including transferees of any shares of Registrable  Securities),  provided: (a)
the Company is, within a reasonable  time after such  transfer,  furnished  with
written  notice of the name and address of such  transferee  or assignee and the
securities  with respect to which such  registration  rights are being assigned;
(b) such  transferee or assignee agrees in writing to be bound by and subject to
the terms and conditions of this  Agreement;  and (c) such  assignment  shall be
effective only if immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act.

                  1.10 No Limitations  on Subsequent  Registration  Rights.  The
Holders of the Registrable  Securities  hereby  acknowledge  that nothing herein
shall  restrict the Company in any way from entering into any agreement with any
holder or  prospective  holder of any securities of the Company that would allow
such  holder  or  prospective  holder  (a) to  include  such  securities  in any
registration filed under Section 1 hereof or (b) to demand registration of their
securities.



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<PAGE>

                  1.11 ["Market Stand-Off" Agreement.  Each Holder hereby agrees
that it will not, without the prior written consent of the  underwriter,  during
the period commencing on the date of the final prospectus  relating to a Company
public offering and ending on the date specified by the Company and the managing
underwriter  (such  period  not to exceed  ninety  (90)  days) (i) lend,  offer,
pledge,  sell,  contract  to sell,  sell any  option or  contract  to  purchase,
purchase any option or contract to sell,  grant any option,  right or warrant to
purchase,  or  otherwise  transfer or dispose of,  directly or  indirectly,  any
shares of Common Stock or any  securities  convertible  into or  exercisable  or
exchangeable  for Common Stock  (whether such shares or any such  securities are
then  owned by the Holder or are  thereafter  acquired)  other than  Registrable
Securities that such Holder is entitled to have included in such public offering
pursuant to Section 1.4, or (ii) enter into any swap or other  arrangement  that
transfers to another,  in whole or in part, any of the economic  consequences of
ownership of the Common Stock other than Registrable Securities that such Holder
is entitled to have  included in such public  offering  pursuant to Section 1.4,
whether  any such  transaction  described  in clause  (i) or (ii) above is to be
settled  by  delivery  of  Common  Stock or such  other  securities,  in cash or
otherwise.  The foregoing undertaking shall only apply if identical restrictions
are imposed on all of the  shareholders  of the Company  other than the Holders.
The  underwriters  in  connection  with any public  offering  by the Company are
intended  third  party  beneficiaries  of this  Section  1.11 and shall have the
right,  power and authority to enforce the provisions hereof as though they were
a party hereto].

         In order to enforce  the  foregoing  covenant,  the  Company may impose
stop-transfer  instructions  with respect to the Registrable  Securities of each
Holder  (and the  shares or  securities  of every  other  person  subject to the
foregoing restriction) until the end of such period.

                  1.12  Termination of Registration  Rights.  No Holder shall be
entitled to exercise any right  provided for in this Section 1 after the earlier
of (x) the expiration  date of the Warrants or (y) such earlier time as when (A)
a  registration  statement  with  respect  to the  resale  of  such  Registrable
Securities  shall  have  been  declared  effective  by the  Commission  and such
securities  shall  have  been  sold  pursuant  thereto,   (B)  such  Registrable
Securities  shall  have  been  sold in  satisfaction  of all  applicable  resale
provisions  of Rule 144 under the  Securities  Act,  (C) as to any Holder,  such
Holder's Registrable  Securities may be resold pursuant to Rule 144(k) under the
Securities Act (or any successor  provision) or all of such Holder's Registrable
Securities  may be  resold  in a  single  ninety  (90)  day  period  under  Rule
144(e)(1)(i) of the Securities Act, or (D) such Registrable  Securities cease to
be issued and outstanding for any reason.

         2. Miscellaneous.

                  2.1  Successors  and  Assigns.  Except as  otherwise  provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be  binding  upon the  respective  successors  and  assigns  of the  parties
(including transferees of any shares of Registrable Securities). Nothing in this
Agreement,  express or implied,  is intended to confer upon any party other than
the  parties  hereto or their  respective  successors  and  assigns  any rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
except as expressly provided in this Agreement.



                                       9
<PAGE>

                  2.2  Governing  Law. This  Agreement  shall be governed by and
construed  under  the  laws of the  State of New  York,  without  regard  to the
conflict of law principles of such state.

                  2.3  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                  2.4 Titles and  Subtitles.  The titles and  subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

                  2.5 Notices. Unless otherwise provided, any notice required or
permitted  under this  Agreement  shall be given in writing  and shall be deemed
effectively  given upon  personal  delivery  to the party to be notified or upon
delivery by confirmed facsimile  transmission,  nationally  recognized overnight
courier service,  or five days after the same shall have been deposited with the
United States Post Office, by registered or certified mail,  postage prepaid and
addressed to the party to be notified at the address indicated for such party on
the signature page hereof,  or at such other address as such party may designate
by ten (10) days' advance written notice to the other parties.

                  2.6 Entire Agreement:  Amendments and Waivers.  This Agreement
constitutes  the full and entire  understanding  and agreement among the parties
with regard to the subjects  hereof and thereof.  Any term of this Agreement may
be  amended  and the  observance  of any term of this  Agreement  may be  waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively),  only with the written consent of the Company and the holders of
a majority of the  Registrable  Securities.  Any amendment or waiver effected in
accordance  with  this  paragraph  shall be  binding  upon  each  holder  of any
Registrable  Securities each future holder of all such  Registrable  Securities,
and the Company.

                  2.7 Severability.  If one or more provisions of this Agreement
are held to be  unenforceable  under  applicable  law, such  provision  shall be
excluded  from  this  Agreement  and  the  balance  of the  Agreement  shall  be
interpreted  as if such  provision  were so excluded and shall be enforceable in
accordance with its terms.


                                       10
<PAGE>


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

                                        COMPANY



                                        By: /s/ Yoram Drucker
                                           -------------------------------------
                                        Title: Chief Operating Officer
                                               (Principal Executive Officer)


WARRANT HOLDERS:


Ramot at Tel Aviv University Ltd.


By: /s/ Yehuda Niv                      By: /s/ Hagit Messer-Yaron
    -----------------------------           ------------------------------------
Title: CEO                                  Chairperson


Eldad Melamed

/s/ Eldad Melamed
---------------------------


Daniel Offen

/s/ Daniel Offen
---------------------------


Yossef Levy

/s/ Yossef Levy
----------------------------


Pnina Greene

/s/ Pnina Greene
----------------------------




<PAGE>



                                    EXHIBIT A


                                 WARRANT HOLDERS


  Ramot at Tel Aviv University Ltd.


  Eldad Melamed


  Daniel Offen


  Yossef Levy


  Pnina Greene


                                       2