Exhibit 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT IS AVAILABLE.

                        BRAINSTORM CELL THERAPEUTICS INC.

                8% Convertible Promissory Note Due March 5, 2008


U.S.$150,000.00                                               New York, New York
                                                                   March 5, 2007

         Brainstorm Cell Therapeutics Inc., a Delaware corporation (the
"Company" or the "Maker"), for value received, hereby promises to pay to Eli
Weinstein, or his registered assigns, the principal sum of U.S. One Hundred
Fifty Thousand Dollars (US$150,000) plus all accrued but unpaid interest on the
first anniversary of the date hereof (the "Maturity Date"). Interest shall be
computed on the basis of a 365-day year from the date hereof on the unpaid
balance of such principal amount from time to time outstanding at the rate of
eight percent (8%) per annum, such interest to be due and payable in full on the
Maturity Date.

         This Note shall become immediately due and payable without notice or
demand upon the occurrence at any time of any of the following events of default
(individually, "an Event of Default" and collectively, "Events of Default"):

      1.    default in the payment or performance of this or any other liability
            or obligation of the Maker to the holder, including the payment when
            due of any principal, premium or interest under this Note;

      2.    the liquidation, termination of existence, dissolution, insolvency
            or business failure of the Maker, or the appointment of a receiver
            or custodian for the Maker or any part of its property if such
            appointment is not terminated or dismissed within ninety (90) days;
            or

      3.    the institution by or against the Maker or any indorser or guarantor
            of this Note of any proceedings under the United States Bankruptcy
            Code or any other federal or state bankruptcy, reorganization,
            receivership, insolvency or other similar law affecting the rights
            of creditors generally or the making by the Maker or any indorser or
            guarantor of this Note of a composition or an assignment or trust
            mortgage for the benefit of creditors.

Upon the occurrence of an Event of Default, the holder shall have then, or at
any time thereafter, all of the rights and remedies afforded by the Uniform
Commercial Code as from time to time in effect in the State of New York or
afforded by other applicable law.

Every amount overdue under this Note shall bear interest from and after the date
on which such amount first became overdue at an annual rate which is two (2)
percentage points above the rate per year specified in the first paragraph of
this Note. Such interest on overdue amounts under this Note shall be payable on
demand and shall accrue and be compounded monthly until the obligation of the
Maker with respect to the payment of such interest has been discharged (whether
before or after judgment).
<PAGE>

In no event shall any interest charged, collected or reserved under this Note
exceed the maximum rate then permitted by applicable law and if any such payment
is paid by the Maker, then such excess sum shall be credited by the holder as a
payment of principal.

All payments by the Maker under this Note shall be made without set-off or
counterclaim and be free and clear and without any deduction or withholding for
any taxes or fees of any nature whatever, unless the obligation to make such
deduction or withholding is imposed by law. The Maker shall pay and save the
holder harmless from all liabilities with respect to or resulting from any delay
or omission to make any such deduction or withholding required by law.

Whenever any amount is paid under this Note, all or part of the amount paid may
be applied to principal, premium or interest in such order and manner as shall
be determined by the holder in its discretion.

No reference in this Note to any guaranty or other document shall impair the
obligation of the Maker, which is absolute and unconditional, to pay all amounts
under this Note strictly in accordance with the terms of this Note.

The Maker agrees to pay on demand all costs of collection, including reasonable
attorneys' fees, incurred by the holder in enforcing the obligations of the
Maker under this Note.

No delay or omission on the part of the holder in exercising any right under
this Note shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Maker and every indorser or guarantor of this Note regardless of the time, order
or place of signing waives presentment, demand, protest and notices of every
kind and assents to any extension or postponement of the time of payment or any
other indulgence, to any substitution, exchange or release of collateral, and to
the addition or release of any other party or person primarily or secondarily
liable.

      1. Conversion. The holder of this Note has the right, at its option, at
any time and from time to time prior to the close of business on the Maturity
Date, upon five days' prior notice, to convert all or part of the outstanding
principal and interest amount of this Note into fully-paid and non-assessable
shares of Common Stock, $0.00005 par value per share, of the Company ("Common
Stock"). The number of shares of Common Stock that shall be issued upon
conversion of this Note shall be calculated by dividing the amount of
outstanding principal and interest that the holder elects to convert by the
average of the Conversion Price. The Conversion Price shall mean 75% of the
average of the last bid and ask price of the Common Stock as quoted on the
Over-the-Counter Bulletin Board or such other exchange where the Common Stock is
quoted or listed for the five trading days ending the date of the holder's
written notice of election to convert, provided, however, in no event shall the
conversion price be greater than US$0.35. Upon an Event of Default, at all times
prior to the Company's cure of such default, the Conversion price shall mean 60%
of the average of the last bid and ask price of the Common Stock as quoted on
the Over-the-Counter Bulletin Board or such other exchange where the Common
Stock is quoted or listed for the five trading days ending the date of the
holder's written notice of election to convert, provided, however, in no event
shall the conversion price be greater than US$0.35. Notwithstanding the
foregoing, in no event shall more than 3,000,000 shares of Common Stock be
issued upon conversion of this Note. In order to exercise this optional
conversion privilege, the holder of this Note shall surrender this Note to the
Company during usual business hours at the Company's principal executive office,
accompanied by written notice in form satisfactory to the Company that the
holder elects to convert the principal amount of this Note or a portion hereof
specified in such notice. Such notice shall also state the name or names (with
address and Social Security number or tax identification number) in which the
certificate or certificates for shares of Common Stock which shall be issuable
on such conversion shall be issued.


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<PAGE>

The holder of this Note shall have "piggy back registration rights" with respect
to the shares of Common Stock issuable upon conversion of this Note, subject to
certain limitations and conditions, including, among others, cutback provisions
and underwriter discretion, to be included by the Company in a registration
statement to be filed with Securities and Exchange Commission

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<PAGE>

      2. Surrender of Note and Delivery of Certificates. When surrendered for
optional or mandatory conversion this Note shall, unless the shares issuable on
conversion are to be issued in the same name as the name in which this Note is
then registered, be duly endorsed by, or accompanied by instruments of transfer
in form satisfactory to the Company duly executed by, the holder or his or its
duly authorized attorney. As promptly as practicable after the surrender of this
Note for conversion and the receipt of the notice specified above (in the case
of optional conversion), the Company shall deliver or cause to be delivered at
its principal executive office to the holder, or on the holder's written order,
a certificate or certificates for the number of full shares issuable upon the
conversion of this Note, or portion hereof, in accordance with the provisions
hereof. Such conversion shall be deemed to have been made at the time this Note
shall have been surrendered for conversion and the notice specified above (in
the case of optional conversion) shall have been received by the Company at its
principal executive office (the "Conversion Date"), and the holder in whose name
any certificate or certificates for shares of Common Stock shall be issuable
upon such conversion shall be deemed to have become on the Conversion Date the
holder of record of the shares represented thereby. If less than the entire
outstanding principal amount of this Note is being converted (in the case of
optional conversion), a new Note shall promptly be delivered to the holder for
the unconverted principal balance and shall be of like tenor as to all terms as
the Note surrendered.

      3. Fractional Shares. No fractional shares of Common Stock shall be
issuable upon conversion of this Note, but a payment in cash will be made in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of this Note, or portion hereof, for conversion. Such payment shall be
based on the Conversion Price.

      4. Accrued Interest. Upon the conversion of this Note, the Company shall
not be required to pay any accrued but unpaid interest on the amount so
converted up to the Conversion Date.

      5. Securities Act of 1933. Upon conversion of this Note, the registered
holder may be required to execute and deliver to the Company an instrument, in
form satisfactory to the Company, representing that the shares issuable upon
conversion hereof are being acquired for investment and not with a view to
distribution within the meaning of the Securities Act of 1933, as amended.

      6. Prepayment of Principal. The principal indebtedness represented by this
Note may be prepaid in whole or in part without penalty or premium.

      7. Successors and Assigns. This Note, and the obligations and rights of
the Company hereunder, shall be binding upon and inure to the benefit of the
Company, the holder of this Note, and their respective heirs, successors and
assigns.

      8. Recourse. Recourse under this Note shall be to the general unsecured
assets of the Company only and in no event to the officers, directors or
stockholders of the Company.

      9. Changes. Changes in or additions to this Note may be made or compliance
with any term, covenant, agreement, condition or provision set forth herein may
be omitted or waived (either generally or in a particular instance and either
retroactively or prospectively), upon written consent of the Company and the
holder.

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<PAGE>

      10. Currency. All payments shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender therein
for the payment of public and private debts.

      11. Notices. All notices, requests, consents and demands shall be made in
writing and shall be mailed postage prepaid, or delivered by hand, to the
Company or to the holder hereof at their respective addresses set forth below or
to such other address as may be furnished in writing to the other party hereto:

                  If to the holder:

                  Eli Weinstein


                  If to the Company:

                  Brainstorm Cell Therapeutics Inc.
                  110 East 59th Street, 25th Floor
                  New York, New York  10022
                  Attention:  Chief Financial Officer

                  with a copy to:

                  BRL Law Group LLC
                  31 St. James Avenue, Suite 850
                  Boston, MA 02116
                  Attention:  Thomas B. Rosedale
                  Facsimile:  617-399-6930


      12. Saturdays, Sundays, Holidays. If any date that may at any time be
specified in this Note as a date for the making of any payment of principal or
interest under this Note shall fall on Saturday, Sunday or on a day which in the
New York, New York shall be a legal holiday, then the date for the making of
that payment shall be the next subsequent day which is not a Saturday, Sunday or
legal holiday.

      13. Governing Law. This Note shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the State
of New York.

      IN WITNESS WHEREOF, this Note has been executed and delivered as a sealed
instrument on the date first above written by the duly authorized representative
of the Company.


                                          BRAINSTORM CELL THERAPEUTICS INC.


                                           /s/ Yoram Drucker
                                           -------------------------------
                                           By: Yoram Drucker
                                           Title:  Chief Operating Officer

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