EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is entered into as of January 16th, 2005 by and
between Brainstorm Cell Therapeutics Ltd., a company incorporated under the laws
of the State of Israel and maintaining its principal place of business at 15
Gonen St., Kiryat Matalon, Petach Tikva 49170 (the "Company") and Brainstorm
Cell Therapeutics Inc, a company incorporated under the laws of the State of
Washington (U.S.A) and maintaining its principal place of business at 1350 Av of
the Americas, New York, NY 10019 (the "BCLI") and David Stolick, Israeli I.D.
No. 22012322 residing at 4B HaKarkom St., Ness Ziona (the "Employee")

            WHEREAS the Company and BCLI desire to engage the Employee as Chief
            Financial Officer (CFO) and the Employee desires to enter into such
            employment and represents that he has the requisite skill and
            knowledge to serve as such; and

            WHEREAS the parties desire to set forth herein the terms and
            conditions of the Employee's engagement by the Company and BCLI,
            effective as of the date of this Agreement, as set forth below;

NOW THEREFORE, in consideration of the mutual promises contained herein, and
intending to be legally bound, the parties hereto agree as follows:

1.    EMPLOYMENT - GENERAL

1.1.  Employment. Company and BCLI hereby employ Employee and Employee hereby
      accepts employment upon the terms and conditions set forth hereinafter.
      Employee shall commence his employment in the Company and BCLI on February
      13, 2005.

1.2.  The Position. The Employee shall be employed as Chief Financial Officer
      (CFO) (the "Position") and, in such capacity, he shall be subject to the
      direction and control of the Company and BCLI's Chief Executive Officer
      and Board of Directors.

1.3.  Position. The Employee shall be employed on a 70% part-time basis for the
      initial six (6) months, after which he shall be employed on a full-time
      basis. The Employee shall devote his business time, attention and efforts
      to the performance of his duties and responsibilities hereunder. During
      the term of this Agreement, Employee shall not be engaged in any other
      business or professional activity (whether or not during normal business
      hours) without the written approval of the Company and BCLI's Management.

1.4.  Personal Service Contract. The Parties hereto confirm that this is a
      personal service contract and that the relationship between the parties
      hereto shall not be subject to any general or special collective
      employment agreement or any custom or practice of Company and/or BCLI in
      respect to any of its other employees or contractors. Except as expressly
      provided in this Agreement, Employee shall not be entitled to any payments
      or other benefits in respect of his employment and the termination of his
      employment with Company and/or BCLI.


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<PAGE>

1.5.  Special Degree of Personal Trust. Employee acknowledges and agrees, that
      from the perspective of the status, responsibility and terms of employment
      of Employee, he shall be counted amongst those employees whose functions
      require a special degree of personal trust, and the conditions and
      circumstances of whose employment do not facilitate the supervision of
      their work and rest hours as those expressions are defined in the Hours of
      Work and Rest Law, 5711-1951 and accordingly the restrictions specified in
      the aforementioned Law and in the Wage Protection Law shall not apply to
      his employment. Employee shall not be entitled to demand or receive, inter
      alia, payment for overtime, as may be required by the Company and/or BCLI,
      and the amount paid to him as a Salary (as defined below), shall also
      include full compensation for overtime hours. 2. EMPLOYEE'S UNDERTAKINGS.
      Employee hereby undertakes as follows: 2.1. Carry out of Instructions. To
      carry out all of the instructions related to his employment in accordance
      with the instructions of Company and/or BCLI's Management. 2.2. Fidelity.
      To perform the duties and assignments imposed upon him in the scope of his
      employment with Company and/or BCLI with devotion, honesty and fidelity,
      subject to Company and/or BCLI's policy in effect from time to time, and
      to dedicate to the performance of the said duties all his know-how,
      qualifications and experience and all the time, diligence and attention
      required for the performance thereof efficiently, with fidelity and in
      accordance with the requirements of this Agreement, and to use his best
      endeavors in order to consolidate Company and BCLI and to advance the
      affairs and business of Company and BCLI and the realization of its
      objectives. 2.3. Conflict of Interest. Employee declares that he is not
      presently involved, and he undertakes not to become involved in the
      future, for so long as he is an employee of Company and/or BCLI, in any
      obligations towards any third party whatsoever which entail any form of
      conflict of interest with his employment with Company and/or BCLI.

2.    EMPLOYEE'S UNDERTAKINGS. Employee hereby undertakes as follows:

2.1.  Carry out of Instructions. To carry out all of the instructions related to
      his employment in accordance with the instructions of Company and/or
      BCLI's Management.

2.2.  Fidelity. To perform the duties and assignments imposed upon him in the
      scope of his employment with Company and/or BCLI with devotion, honesty
      and fidelity, subject to Company and/or BCLI's policy in effect from time
      to time, and to dedicate to the performance of the said duties all his
      know-how, qualifications and experience and all the time, diligence and
      attention required for the performance thereof efficiently, with fidelity
      and in accordance with the requirements of this Agreement, and to use his
      best endeavors in order to consolidate Company and BCLI and to advance the
      affairs and business of Company and BCLI and the realization of its
      objectives.

2.3.  Conflict of Interest. Employee declares that he is not presently involved,
      and he undertakes not to become involved in the future, for so long as he
      is an employee of Company and/or BCLI, in any obligations towards any
      third party whatsoever which entail any form of conflict of interest with
      his employment with Company and/or BCLI.

3.    COMPENSATION

3.1.  Salary. In consideration for Employee's obligations under this Agreement,
      Company shall pay Employee a monthly gross salary of 20,000 NIS in the
      initial six months, for the part-time position, and 28,000 NIS for the
      full-time position afterwards (the "Salary").

3.2.  Payment. The Salary shall be paid to Employee by no later than the 10th of
      the following month. As provided in Section 1.5 above, the Salary includes
      remuneration for working overtime and on days of rest, and Employee shall
      not be entitled to any further remuneration or payment whatsoever other
      than the Salary and/or benefits, unless expressly specified in this
      Agreement. Employee acknowledges that the Salary to which he is entitled
      constitutes due consideration for him working overtime. The Salary, as
      mentioned in Section 3.1 hereto, and it alone, shall constitute the sole
      basis for calculating any of Employee's rights under any applicable law,
      and any other benefits provided under this Agreement shall not be deemed
      as the Salary or any part thereof.


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<PAGE>

3.3.  Statutory Deductions. Company shall make the required statutory deductions
      from the Salary and from any other amount paid to Employee by Company
      under this Agreement, including income tax, social security and healthcare
      tax, and make the appropriate payments on behalf of Employee to the Income
      Tax Authorities, to the Institute of National Insurance and any other
      relevant authority.

3.4.  Additional Benefits. Employee shall be entitled to such additional
      benefits, as provided in Exhibit A.

3.5.  Expenses. The Company will reimburse Employee for any documented,
      out-of-pocket expenses from time to time properly incurred by Employee in
      connection with his employment by Company and/or BCLI, provided that such
      expenses have been approved in advance by Company.

3.6.  Sick Leave and Recuperation Pay. Employee shall be entitled to sick leave
      and Recuperation Pay (aie aa0aa) as provided by law.

3.7.  Vacation. Employee shall be entitled to such annual vacation of 18 days
      per year, and no less than the number of days required by the Annual
      Vacation Law, 5711-1951, and such annual vacation shall be increased in
      accordance with the Annual Vacation Law, 5711-1951. Annual vacation may
      not be accumulated for over 2 years and the Company shall be entitled to
      redeem leave at any time.

3.8.  Reserve Duty. Employee shall continue to receive the Salary (and Company
      shall continue to make contributions to the Policy and the education fund)
      during periods of military reserve duty. Employee hereby assigns and
      undertakes to pay to Company any amounts received from the National
      Insurance Institute as compensation for such reserve duty service.

3.9.  Directors & Officers Insurance. Upon signature of this agreement, the
      Company shall obtain on behalf of the Employee directors & officers
      liability insurance with coverage that is sufficient to cover Employee's
      activities hereunder, and shall provide the Employee with a written
      undertaking of the Company and of BCLI to indemnify and release the
      Employee to the full extent possible in accordance with the Israeli
      Companies Law 5759-1999 and the applicable Law of the State of Washington,
      USA.

The Company undertakes to maintain said insurance and pay all premiums thereof
during the term of the Agreement and for a period of 1 year following expiration
and/or termination of the Agreement for any reason whatsoever.

4.    TERM OF AGREEMENT

4.1.  Term. This Agreement shall commence on the date hereof and shall continue
      to be in effect for an indefinite period of time.

4.2.  Termination by Employee. Employee shall be entitled to terminate this
      Agreement by giving Company and BCLI a prior notice, to be delivered to
      Company and BCLI, in writing, of 90 (ninety) days; It being understood
      that during such period, Employee shall (subject to the needs of the
      Company and/or BCLI) continue to perform his duties for Company and BCLI,
      including the training and initiation of his replacement.

4.3.  Termination by Company and/or BCLI. Company and/or BCLI shall be entitled
      to terminate this Agreement, at any time, by giving Employee a prior
      notice, to be delivered to Employee, in writing, of 90 (ninety) days. In


                                      -3-
<PAGE>

      such event Employee shall (subject to the instructions of the Company
      and/or BCLI) continue to perform his duties for the Company and BCLI,
      including the training and initiation of his replacement, and, subject to
      the performance of such obligations, The Company and/or BCLI shall be
      entitled to terminate the actual employment of Employee at any time
      forthwith, including during the prior notice, and to make a payment to
      Employee in lieu of such prior notice.

4.4.  Termination For Cause. Notwithstanding the foregoing provisions of this
      Section 4, Company and/or BCLI shall be entitled to terminate this
      Agreement forthwith, and without prior notice, and Employee shall not be
      entitled to any severance pay or other compensation whatsoever, in any of
      the following events: (i) conviction of any felony involving moral
      turpitude or affecting the Company and/or BCLI; (ii) embezzlement of funds
      of the Company and/or BCLI or other breach of fiduciary duty toward the
      Company and/or BCLI; (iii) ownership, direct or indirect, of an interest
      in a person or entity in competition with the Company and/or BCLI, without
      the prior written permission of the Management of the Company and/or BCLI;
      and (iv) disposition of Company and/or BCLI confidential information
      contrary to the provisions of the law or this Agreement; (v) willful
      disloyalty and/or deliberate dishonesty; (vi) material breach of any of
      the terms of this Agreement;

5.    PROPREITARY INFORMATION

5.1.  Proprietary Information. The Employee acknowledges and agrees that the
      business of the Company and/or BCLI and its affiliates is highly
      competitive and that in the course of his employment with the Company
      and/or BCLI, he will have access to confidential and proprietary
      information concerning the business and financial activities of the
      Company and/or BCLI and information and technology regarding the Company
      and/or BCLI's product research and development, including without
      limitation, the Company and/or BCLI]s patents, trade marks, trade secrets,
      intellectual property, banking information, investments, investors,
      properties, employees, marketing plans, customers, trade secrets, and test
      results, processes, data and know-how, improvements, inventions,
      techniques and products (actual or planned). Such information, whether
      documentary; written oral or computer generated, shall be deemed to be and
      referred to as "Proprietary Information". Proprietary Information shall be
      deemed to include any and all preparatory information disclosed by or on
      behalf of the Company and/or BCLI and irrespective of form, but excluding
      information that (i) was known to the Employee prior to his association
      with the Company and/or BCLI and can be so proven by documentary evidence,
      (ii) shall have appeared in any printed publication or patent or shall
      have become a part of the public knowledge, except as a result of a breach
      of this Agreement or any other obligation to the Company and/or BCLI by
      the Employee, or any other third party (iii) is legally required by any
      administrative or governmental agency to be disclosed, provided that any
      such disclosure shall be made only to the extent required to fulfill
      Employee's legal obligations, and provided further that the Employee
      immediately notifies the Company and BCLI of such obligation or
      requirement, prior to making any disclosure, to enable the Company and/or
      BCLI to contest the requirement thereof.


                                      -4-
<PAGE>

5.2.  Nondisclosure. Employees agrees and declares that all Proprietary
      Information, patents and other rights in connection therewith shall be the
      sole property of the Company and/or BCLI and its assignees at all times.
      Both during his engagement by the Company and/or BCLI and for five (5)
      years after its termination. Employee will keep in confidence and trust
      all Proprietary Information and the Employee will not use or disclose any
      Proprietary Information or anything relating to it without the written
      consent of the Company and BCLI, except as may be necessary in the
      ordinary course of performing the Employee's duties hereunder and in the
      best interests of the Company and/or BCLI.

5.3.  Return of Documents. Upon termination of his employment with the Company
      and/or BCLI, and upon the Company and/or BCLI's request, the Employee will
      promptly deliver to the Company and BCLI all documents and materials of
      any nature pertaining to his work with the Company and/or BCLI, including
      but not limited to notebooks, notes, memoranda, records, diagrams,
      blueprints, bulletins, formulas, reports, computer programs, other data of
      any kind coming into Employee's possession or prepared by him in
      connection with his Employment, and he will not take with him any
      documents or materials or copies thereof containing any Proprietary
      Information.

5.4.  Third Party Information. Employee recognize that the Company and/or
      BCLI]received and will receive confidential or proprietary information
      from third parties subject to a duty on the Company and/or BCLI's part to
      maintain the confidentiality of such information and to use it only for
      certain limited purposes at all times. Both during his employment and
      after its termination, the Employee undertakes to keep and hold all such
      information in strict confidence and trust. He will not trust or disclose
      any of such information without the prior written consent of the Company
      and/or BCLI, except as may be necessary to perform his duties as an
      employee of the Company and/or BCLI and consistent with the Company and/or
      BCLI's agreement with such third party. Upon termination of his employment
      with the Company and/or BCLI, Employee shall act with respect to such
      information as set forth in Section y5.3, mutatis mutandis.

5.5.  Survival. The Employee's undertakings in this Section y5 shall remain in
      full force and effect after termination of this Agreement.

6.    DISCLOSURE AND ASSIGNMENT OF INVENTIONS

6.1.  Contributions. The Employee understands that the Company and BCLI is
      engaged in a continuous program of research, development, production and
      marketing in connection with its business and that, as an essential part
      of his employment with the Company and BCLI, he is expected to make new
      contributions to and create inventions of value for the Company and BCLI.

6.2.  Obligation to Keep the Company and/or BCLI Informed. From and after the
      date he first became associated with the Company and/or BCLI; Employee
      undertakes and covenants that he will promptly disclose in confidence to
      the Company and BCLI all inventions, improvements, designs, original works
      of authorship formulas, concepts, techniques, methods, systems, processes,
      compositions of matter, computer software programs, databases, mask works,


                                      -5-
<PAGE>

      and trade secrets, related to the Company and/or BCLI's business or
      current or anticipated research and development, whether or not
      patentable, copyrightable or protectable as trade secretes, that are made
      or conceived or first reduced to practice or created by him, either alone
      or jointly with others during the period of his employment, whether or not
      in the course of his employment ("Inventions").

6.3.  Ownership. The Employee agrees and represents, that all Inventions as
      defined above, will be the sole and exclusive property of the Company
      and/or BCLI or of any third party specified by the Company and/or BCLI.

6.4.  Assignment of Inventions. The Employee hereby irrevocably transfers and
      assigns and will transfer and assign in the future to the Company and/or
      BCLI, or to any third party specified by the Company and/or BCLI (a) all
      worldwide patents, patent applications, copyrights, mask works, trade
      secrets and other intellectual property rights in any Invention; and (b)
      any and all "Moral Rights" (as defined below) that he may have in or with
      respect to any Invention. Employee also hereby forever waives and agrees
      never to assert any and all Moral Rights he may have in or with respect to
      any Invention, even after termination of his work on behalf of the Company
      and/or BCLI. "Moral Rights" mean any rights of paternity any right to
      claim authorship of any Invention and all right, title and interest
      worldwide in such Inventions and in all intellectual property rights based
      upon such Inventions. To object to any distortion, mutilation or other
      modification of, or other derogatory action in relation to any Invention
      whether or not such would be prejudicial to his honor or reputation and
      any similar right, existing under judicial or statutory law of any country
      in the world or under any treaty, regardless of whether or not such right
      is denominated or generally referred to as a "Moral Right". The Employee
      hereby warrants and represents that he or she has no rights of any kind
      whatsoever in, with respect to, or in connection with, any of the
      Proprietary Information, nor any other intellectual property, currently
      utilized or planned to be utilized by the Company and/or BCLI.

6.5.  Assistance in Obtaining Patents and other Legal Protections. The Employee
      agrees to assist the Company and/or BCLI to obtain for the Company and/or
      BCLI and enforce patents, copyrights, mask work rights and other legal
      protections for the Company and/or BCLI's Inventions in any and all
      countries. Employee will execute any documents that the Company and/or
      BCLI may reasonably request for use in obtaining or enforcing such
      patents, copyrights, mask work rights, trade secrets and other legal
      protections. Employee's obligation under this Section y6.5 will continue
      beyond the termination of his employment with the Company and/or BCLI,
      provided that the Company and/or BCLI will compensate him at a reasonable
      rate after such termination for time or expenses actually spent by him at
      the Company and/or BCLI's request on such assistance. The Employee hereby
      irrevocably appoints the Secretary of the Company and/or BCLI as his
      attorney-in-fact to execute documents on his behalf for this purpose.


                                      -6-
<PAGE>

7.    NON - COMPETITION

7.1.  Non Competition. The Employee agrees and undertakes that he will not, so
      long as he is employed by the Company and/or BCLI and for a period of 12
      months following termination of his employment for whatever reason,
      directly or indirectly as owner, partner, joint venturer, stockholder,
      employee, broker, agent principal, corporate officer, director, licensor
      or in any other capacity whatever, engage in, become financially
      interested in, be employed by, or have any connection with any business or
      venture that is engaged in any activities involving either (i) products
      which compete, directly or indirectly, with the business of the Company
      and/or BCLI or its affiliates, products produced or proposed to be
      produced by the Company and/or BCLI or its subsidiaries or affiliates or
      (ii) information, processes, technology or equipment that competes with
      information, processes, technology or equipment in which the Company
      and/or BCLI or its subsidiaries or affiliates has a proprietary interest,
      competing with products or services offered by the Company and/or BCLI;
      provided, however, that the Employee may own securities of any corporation
      which is engaged in such business and is publicly owned and traded but in
      an amount not exceed at any one time, one percent of any class of stock or
      securities of such company, so long as Employee has no active role in the
      publicly owned and traded company as director, employee, consultant or
      otherwise.

7.2.  No Solicitation. The Employee agrees and undertakes that during the term
      of his or her employment with the Company and/or BCLI and for a period of
      twelve (12) months thereafter, the Employee will not directly or
      indirectly including personally or in any business in which it is an
      officer, director, joint venturer, partner or shareholder:

(i)   Solicit, entice, canvass or approach or endeavor to solicit, canvass or
      approach any person who, to his or her knowledge, was provided with
      services by the Company and/or BCLI or provided services to the Company
      and/or BCLI as a vendor or supplier or its parent or subsidiaries at any
      time during the twelve (12) months immediately prior to the termination
      date (i) for the purpose of offering services or products which directly
      compete with the business of the Company and/or BCLI or its affiliates or
      its Proprietary Information, (ii) for the purpose of interfering with the
      Company and/or BCLI's relationship with such entity or person, or (iii) to
      cease doing business with Company and/or BCLI or its affiliates, reduce
      its relationship with Company and/or BCLI or its affiliates or refrain
      from establishing or expanding a relationship with Company and/or BCLI or
      its affiliates or in any other way interfere with the Company and/or
      BCLI's or its affiliates' relationships with its customers, vendors or
      suppliers; or

(ii)  Employ, solicit or entice away or endeavor to solicit or entice away from
      the Company and/or BCLI or its parent or subsidiaries any person employed
      by the Company and/or BCLI or its parent or subsidiaries any time during
      the twelve (12) months immediately prior to the Termination Date with a
      view to inducing that person to leave such employment and to act for
      another employer in the same or a similar capacity.


                                      -7-
<PAGE>

7.3.  Severability. If any one or more of the terms contained in this Section y7
      shall, for any reason be held to be excessively broad with regard to time,
      geographic scope or activity, the term shall be construed in a manner to
      enable it to be enforced to the extent compatible with applicable law.

8.    MISCELLANEOUS

8.1.  Governing Law. This Agreement shall be governed by and construed and
      enforced in accordance with the laws of the State of Israel.

8.2.  Assignments. Employee may not assign or transfer any right, claim or
      obligation provided herein. The Company and/or BCLI may assign or transfer
      any right, claim or obligation provided herein, provided that any right of
      the Employee under this Agreement shall not be diminished.

8.3.  Notices. The addresses of the parties for the purposes of this Agreement
      shall be as specified in the preamble hereto and/or any other address as
      notified by either party to the other from time to time. All notices and
      other communications required or permitted to be given under this
      Agreement shall be in writing and shall be sent by the notifying party to
      the other party via fax, e-mail, registered mail or personal delivery
      service. Notices shall be deemed effective 72 business hours after sending
      same by registered mail, postage prepaid, to the other party at the
      address noted above, 24 business hours after their authenticated
      transmission via fax, or e-mail and immediately upon their personal
      delivery by courier or other personal delivery service.

8.4.  Construction. Words in the masculine gender shall include the feminine and
      vice versa.

8.5.  Entire Agreement. This Agreement contains the entire understanding of the
      parties. There are no restrictions, agreements, promises, warranties,
      covenants or undertakings between the parties with respect to the subject
      matter hereof.

8.6.  Amendments. This Agreement may not be altered, modified or amended except
      by a written instrument signed by the parties.


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<PAGE>

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first above written:


--------------------------------------     -------------------------------------
EMPLOYEE                                   BRAINSTORM CELL THERAPEUTICS LTD.


By: ______________
Title: _____________


        --------------------------------
        BRAINSTORM CELL THERAPEUTICS Inc


By: ______________
Title: _____________


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<PAGE>

Exhibit A

1.    Manager's Insurance Policy. The Company shall contribute funds on behalf
      of its employees to a Managers Insurance Fund in the name of the Employee
      ("Fund") and disability insurance for loss of ability to work ("Disability
      Insurance") as specified below.

      1.1   The Company shall allocate to the Fund, an aggregated amount equal
            to thirteen and a third percent (13.33%) in the following portions;
            five percent (5%) of each monthly Salary for pension compensation
            and eight and a third percent (8.33%) of each monthly Salary to
            severance compensation. Moreover, the Company will allocate for the
            purpose of the Disability Insurance a maximum premium of 2.5% of
            Employee's monthly Salary, as provided by the general approval of
            the Minister of Labor and Social Welfare regarding payments by
            employers to a pension fund and insurance fund in lieu of severance
            pay. The Company shall deduct from Employee's monthly Salary an
            aggregated amount equal to five percent (5%) of Employee's monthly
            Salary for the Fund.

      1.2   The aforementioned allocations shall be in lieu of Severance Pay
            according to the Severance Pay Law 5723-1963 ("Severance Pay Law").

2.    Education Fund. The Company shall pay a sum as high as the recognized
      deductible cap by the tax authorities, but in any event no more than 7.5%
      of the Salary and shall deduct 2.5% from the Salary to be paid on behalf
      of Employee toward a further education fund. Use of these funds shall be
      in accordance with the by-laws of the fund. The Employee hereby grants his
      consent to such a deduction provided in this section herein.

3.    Options. The Employee shall be entitled to participate in the BCLI's
      approved Employee Stock Option Plan. The Employee shall be granted options
      to purchase Common Stock of Brainstorm Cell Therapeutics Inc. upon such
      terms and conditions set forth by Management of Company and/or BCLI.

4.    Car. During the term of this agreement Employee shall be entitled to the
      full time use of a Company vehicle Class 2. All the expenses in connection
      with the taxes, maintenance and use of the said car shall be borne and
      paid by the Company. Employee hereby undertakes to use the car reasonably
      and properly, as if the car was owned by him, and to return the car to
      Company immediately upon the termination of this Agreement. The Employee
      hereby covenants to pay and to bear any fine regarding parking violation,
      traffic violation or any other violation, and to bear any expense with
      respect to any trial or other proceeding thereto.]

5.    Cellular Phone: The Company shall provide the Employee, at the Company's
      sole cost and expense, a cellular phone, for the purpose of performing his
      duties under this Agreement.


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<PAGE>

                         Petach Tikva, January 16, 2005

Dear Mr. Stolick,

                              Re: Grant of Options

Further to the Employment Agreement executed between you and Brainstorm Cell
Therapeutics Ltd. (the "Company") and Brainstorm Cell Therapeutics Inc (the
"BCLI") on January 16, 2005 (the "Employment Agreement"), the Company and BCLI
hereby agree that subject to the approval of the 2004 Global Share Option Plan
(the "Plan") by BCLI's shareholders and subject to the approval of BCLI's board
of directors, you will be granted options to purchase 400,000 of the BCLI's
Common Stock (as may be adjusted in accordance with the terms of the Plan for
stock splits, stock combinations, reclassification and like events) at an
exercise price of $0.75.

The options, when granted, shall be subject to the terms and provisions of the
Plan as shall be approved by BCLI's shareholders and to the provisions of the
Option Agreement to be executed between you and BCLI.

Subject to the above, the options shall vest over a period of three years as
follows:

1/36 of the options shall vest at the end of each month of your employment with
the Company during a period of three years.

The option shall be exercisable by the Employee at any time during a period of
10 years from the effective date of the Employment Agreement (the "Option
Expiration Date"), but in any case not later than 2 years after termination of
the Agreement.

For the avoidance of doubt, it is hereby clarified that in the event that the
Employment Agreement is terminated for any reason whatsoever whether by you or
the Company, you shall be entitled to partial vesting of options with regards to
such partial month.

In the event that the Employee resigns as a result of Constructive Discharge (as
defined below) or in the event of termination of Employee's employment by reason
of Disability (as defined hereinbelow) or death of the Employee, 67% of the
remaining unvested Options shall vest immediately as of the date of the notice
of termination, and Employee or his legal representative, estate or other person
to whom his rights are transferred by will or by laws of descent or
distribution, shall be entitled to exercise the vested Options from said date
until the earlier of (i) the lapse of two (2) years thereafter, or until the
Option Expiration Date, as applicable. The term "Constructive Discharge" shall
mean (i) material reduction in Employee's compensation; or (ii) voluntary
termination by Employee as a result of an M&A Transaction or within 6 months
thereafter. For the purposes hereof, "M&A Transaction" shall mean a merger,
consolidation, corporate reorganization, or any transaction in which all or
substantially all of the assets or shares of BCLI and/or the Company are sold,
leased or transferred to another company or otherwise disposed of; and the term
"Disability" shall mean a physical or mental infirmity which impairs Employee's
ability to substantially perform her duties under the Agreement and which
continues for a period of at least 180 (one hundred and eighty) consecutive
days.

Brainstorm Cell Therapeutics  Ltd.            Brainstorm Cell Therapeutics  Inc.


By:                                           By:
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Title:                                        Title:
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