Exhibit 10.1

                     TERMINATION AGREEMENT AND GENERAL RELEASE

      This Termination  Agreement and General Release  ("Agreement") is made and
entered into this 20 day of March,  2006 (the "Effective  Date"), by and between
Brainstorm Cell Therapeutics Ltd.  ("Brainstorm  Ltd."), a company  incorporated
under the laws of the State of Israel and  maintaining  its  principal  place of
business at Petach Tikva, Israel, Brainstorm Cell Therapeutics  Inc.("Brainstorm
Inc."),  a company  incorporated  under the laws of the State of Washington  and
maintaining its principal place of business at 1350 Avenue of the Americas,  New
York, NY 10019  (hereinafter  Brainstorm Ltd. and Brainstorm  Inc.,  jointly and
severally,  collectively  referred  to as the  "Company"),  and Dr.  Yaffa Beck,
Israeli I.D. number 0-5103711-7,  residing at 7 Gallillee St., Tel-Aviv,  Israel
("Executive")  (hereinafter  collectively  referred to as the "Parties" and each
individually a "Party").

                                    RECITALS

      WHEREAS,  Executive  was hired by the Company as its  President  and Chief
Executive  Officer  pursuant to an employment  agreement  dated November 8, 2004
(the "Employment Agreement"); and

      WHEREAS,  on December 31, 2004, Company granted Executive stock options to
purchase 1,828,692 shares of the Company's Common Stock, at a price per share of
$0.15,  which  options  shall be issued  under the  Company's  2004 Global Share
Option Plan (the "Plan") and will vest and become exercisable in thirty six (36)
equal monthly installments beginning on November 8, 2004; and

      WHEREAS, on November 10, 2005 the Executive resigned from her positions as
President and Chief Executive Officer of the Company; and

      WHEREAS,  the  Company  and  Executive  have  agreed  to  terminate  their
employment relationship effective February 9, 2006; and

      WHEREAS, the Parties desire to resolve any potential disputes between them
with respect to any fact or circumstance known or unknown to them as of the date
hereof.

      NOW  THEREFORE,  in  consideration  of the covenants  and  representations
contained herein, the Parties hereto agree as follows:

1)    TERMINATION.

      a)    The parties  hereof  mutually agree and covenant that the employment
            of Executive by the Company is hereby  terminated  as of February 9,
            2006 (hereinafter the "Termination Date").

      b)    As of the  Termination  Date,  Executive shall cease to benefit from
            any benefit plan, program, contract or practice by either Brainstorm
            Cell Therapeutics Ltd. or Brainstorm Cell Therapeutics Inc. and such
            shall  terminate ipso facto with the  termination of her employment,
            except as otherwise specifically provided herein.

2)    PAYMENTS UPON TERMINATION.

<PAGE>

      a)    In exchange  for  Executive's  agreement to be bound by the terms of
            this entire  Agreement,  including but not limited to the Release of
            Claims in Section 3, the  Company  agrees to pay the  Executive  the
            following payments and grant the Executive the following rights:

            (1)   An  aggregate   gross   payment  of  $47,355,   calculated  in
                  accordance  with the table attached hereto as Appendix A, from
                  which all applicable  statutory  deductions  and  withholdings
                  under  Israeli law will be made,  which  payment shall be paid
                  out in 9 monthly equal installments of $5,000 each starting on
                  March  1,  2006  and one  installment  of  $2,355  payable  on
                  December  1,  2006.  In the event that the  Company  raises an
                  aggregate   of   $1,000,000   through   an  equity   financing
                  transaction in one or more series of transactions  (the "Major
                  Investment") at any time after the Termination  Date but prior
                  to  full  payment  of  the  amount  hereof,   the  then  total
                  outstanding  amount due pursuant to this  subsection  shall be
                  paid  out  to  Executive  within  fifteen  (15)  days  of  the
                  Company's receipt of the aggregate proceeds (i.e.  $1,000,000)
                  from the Major  Investment,  in one  "lump-sum"  payment.  The
                  Company shall pay the aforementioned  sums plus the applicable
                  VAT against the receipt of a tax invoice  from  Executive.  If
                  the payments are  remitted in NIS,  payments  shall be made in
                  accordance  with the  representative  rate of  exchange of the
                  U.S.  Dollar  against  the NIS last  published  by the Bank of
                  Israel  immediately  prior  to  the  date  of  payment  of the
                  respective installment.

            (2)   Out of the  total  number of  options  granted  to  Executive,
                  options  to  acquire  800,000  shares of  Common  Stock of the
                  Company at an  exercise  price of $0.15 per share (the  "Stock
                  Options")  shall be vested and  exercisable for four (4) years
                  from  the   Termination   Date.   Executive   has  no  rights,
                  contractual  or  otherwise,  to any  additional  shares of the
                  Company,  options,  or  rights  to  receive  or  purchase  any
                  security or instrument  of the Company.  Any other options are
                  hereby forfeited to the Company and therefore unexercisable as
                  of the date hereof.  The Option  Agreement  dated December 31,
                  2004 between Company and Executive (the "Option Agreement") is
                  hereby  amended  and  revised by  reference.  In the event the
                  Company  registers  shares for other  employees of the Company
                  under an S-8  registration  or otherwise,  the Company  hereby
                  undertakes  to register  the Stock  Options in the same manner
                  and under the same terms and  conditions,  as those offered to
                  management.

            (3)   A special  conditional one time bonus of $30,000 (the "Bonus")
                  shall  be paid to the  Executive  only in the  event  that the
                  Company  is granted  one of the EC  research  and  development
                  grants described in the grant applications  attached hereto as
                  Appendix B or any amendment thereof (collectively the "Grants"
                  and each individually a "Grant").  The time of payment of such
                  Bonus shall be on the earlier of: (i) fifteen (15) days of the
                  receipt by  Company of an initial  payment of such EC grant of
                  at least  $50,000 or (ii) fifteen  (15) days of the  Company's
                  receipt of the aggregate  proceeds (i.e.  $1,000,000) from the
                  Major Investment. The Company shall pay the aforementioned sum
                  plus the  applicable  VAT against the receipt of a tax invoice
                  from Executive.

            (4)   On the  Effective  Date,  all rights and sums  accumulated  in
                  Executive's  Manager's  Insurance  Policy  no.  _________  and
                  Continuing  Education  Fund (as such terms are  defined in the
                  Employment  Agreement)  shall be released and  transferred  to
                  Executive,  and the Company shall sign  standard  confirmation
                  and  transfer  approvals  to the  applicable  insurer  to that
                  effect.

<PAGE>

      b)    Executive  acknowledges  that the amounts set forth in this  Section
            constitute  valid  and  sufficient   consideration  for  Executive's
            release of claims and other  obligations  set forth  herein.  In the
            event that none of the Grants is received,  Executive  hereby waives
            any rights to payment of said Bonus and/or  interest  and/or penalty
            of relief  in  respect  of the  non-payment  thereof.  If any of the
            Grants is deferred (in terms of time),  Executive  hereby waives any
            interest  and/or  penalty  of  relief  in  respect  of the  deferral
            thereof. Executive further acknowledges that the Stock Options shall
            be  governed  by the  applicable  terms of the  Plan and the  Option
            Agreement as in effect on the date hereof,  as much as such have not
            been  revised  and  amended by  reference  in  respect  of  specific
            provisions   provided  in  this  Section,   provided  however,   any
            amendments to the Plan that impair the rights of the Executive shall
            require  the mutual  prior  written  consent of the  Company and the
            Executive. In the event of contradiction between this Agreement, the
            Plan, and the Option  Agreement,  the terms of this Agreement  shall
            govern.

3)    MUTUAL RELEASE OF CLAIMS

      a)    In exchange  for the actual  receipt by Executive of all the amounts
            and  benefits  described in Section 2, the  sufficiency  of which is
            hereby  acknowledged,  the  Executive,  on behalf of herself and her
            representatives,  dependents,  heirs, executors,  administrators and
            assigns  (hereinafter  collectively  referred  to  as  "Executive"),
            hereby expressly,  absolutely, and unconditionally waives, releases,
            remises,  acquits  and  forever  discharges,  indemnifies  and holds
            harmless the Company and its  divisions,  subsidiaries,  affiliates,
            parents,   related   entities,   officers,   directors,   employees,
            stockholders, attorneys and/or agents, predecessors,  successors and
            assigns, all both individually, in their capacities acting on behalf
            of  the  Company   and  their   official   capacities   (hereinafter
            collectively referred to as "Company  Releasees"),  from any and all
            actions or causes of action, suits, claims,  complaints,  contracts,
            liabilities, agreements, promises, contracts, torts, debts, damages,
            controversies,  judgments,  rights and demands  ("Claims"),  whether
            existing or contingent,  known or unknown, suspected or unsuspected,
            which  arise out of or are  related  to  Executive's  employment  or
            termination  from  employment  with  the  Company.  As  used in this
            Section 3, Claims  include,  but are not limited to, claims based on
            the Employment Agreement,  fraud, stock fraud, defamation,  wrongful
            termination,      negligent      misrepresentation,      intentional
            misrepresentation, breach of contract, express or implied, estoppel,
            equity, tort,  retaliation,  discrimination,  intellectual property,
            personal injury, spoliation of evidence,  emotional distress, public
            policy,  wage and hour  laws,  statute  or common  law,  claims  for
            severance pay, claims related to stock options or stock,  claims for
            attorneys'  fees,  vacation  pay,  debts,   accounts,   compensatory
            damages, punitive or exemplary damages, and liquidated damages. This
            release is intended by Executive to be all  encompassing  and to act
            as a  full  and  total  release  of  any  and  all  Claims,  whether
            specifically  enumerated  herein or not, that  Executive may have or
            have  had  against  the  Company   Releasees  arising  from  conduct
            occurring up to and including the date of this Agreement, including,
            but not limited to, (i) any claims  arising out of or related to any
            applicable law,  including,  without  limitation,  law,  regulation,
            ordinance,  or rule prohibiting  discrimination  on account of race,
            color,  sex,  age,  religion,  sexual  orientation,   disability  or
            national  origin,  marital  status,   pregnancy,   national  origin,
            ancestry,  mental or  physical  handicap  or  disability,  alienage,
            genetic  predisposition  or carrier  status,  whistleblower  status,
            including  but not limited to, the New York Human  Rights Law,  N.Y.
            Exec.  Law,  Art.  15, ss. 290 et seq.,  and the New York  Rights of
            Persons With A Disability  Law,  N.Y.  Civil Rts.  Law,  Art. 4-B et
            seq., all as amended; the New York Equal Rights Law, as amended; the
            New  York  City  Administrative  Code,  the  Age  Discrimination  in
            Employment  Act,  Title  VII of the  Civil  Rights  Act of  1964  as
            amended, the Americans with Disabilities Act, the Family and Medical
            Leave Act or the Executive  Retirement  Income  Security Act (except
            for  rights  that  cannot  be waived by law);  the  applicable  laws
            relating to workers  compensation,  family and medical leave, or any
            other  applicable  human  rights  or  employment  law or  any  other
            applicable  law,  regulation,   rule  or  ordinance;  and  (ii)  the
            Company's stock. Anything herein to the contrary  notwithstanding in
            this  Agreement,  nothing  herein  shall  release any of the Company
            Releasees  from  (i) any  right or claim  based  on any  right  that
            Executive has to enforce this Agreement, (ii) any right or claim for
            unemployment  payment;  (iii)  any  right or claim  based on  events
            occurring after the Effective Date, or (iv) any right that Executive
            has under the Plan with respect to the Stock Options that are vested
            pursuant to Section 2. The Executive  represents and warrants to the
            Company  that she is not aware of any  claims she may have under the
            Plan with respect to the Stock  Options that are vested  pursuant to
            Section 2.

<PAGE>

      b)    Executive  further  agrees to  release  and  discharge  the  Company
            Releasees  from any and all  claims  that might be made by any other
            person or  organization  on the  Executive's  behalf  and  Executive
            specifically waives any right to become, and promises not to become,
            a member of any  class in a case in which a claim or claims  against
            the  Company  are made  involving  any  matters  subject  to release
            pursuant to Section 3.

      c)    As a  terminating  employee  who chooses to accept the terms of this
            Agreement and a Company  accepting  the terms  hereof,  each Party e
            represents and warrants to the other that it does not presently have
            on file and further  represents and warrants that it will never file
            a lawsuit asserting any Claim against the other Released Parties (as
            defined below),  that arises from or is related to any claim that is
            within  the scope of the  release  in  Section 3 against  any of the
            other  Released  Parties  in or with  any  administrative,  state or
            governmental entity, agency, authority board or court, or before any
            other tribunal or panel or  arbitrators,  public or private.  Either
            Party's  failure to comply with this  provision  shall  constitute a
            breach of the Agreement.  Each Party also agrees that,  except as is
            required by applicable law, it will not assist or cooperate with any
            third  party with any claims,  lawsuits or causes of action  against
            the other Released Parties  relating to events or matters  occurring
            prior to the date hereof.

      d)    Each of Brainstorm Ltd. and Brainstorm Inc.,  jointly and severally,
            on  their  behalf  and  their  divisions,   subsidiaries,   parents,
            officers,  and  directors  solely in their  capacities  as acting on
            behalf of the Company,  (hereinafter collectively referred to as the
            "Company"),   hereby  expressly,   absolutely,  and  unconditionally
            waives,   releases,   remises,   acquits  and  forever   discharges,
            indemnifies  and holds  harmless the  Executive,  as defined in this
            Section 3, and any company  under her control and its  employees and
            directors  (hereinafter   collectively  referred  to  as  "Executive
            Releasees"),   from  any  and  all  Claims,   whether   existing  or
            contingent, known or unknown, suspected or unsuspected,  which arise
            out of or are related to Executive's  employment or termination from
            employment  with  the  Company.  As used in this  paragraph,  Claims
            include,  but are not limited to, claims based on the performance of
            Executive's duties in her capacities in the Company. This release is
            intended by the Company to be all  encompassing and to act as a full
            and  total  release  of any and  all  Claims,  whether  specifically
            enumerated  herein  or not,  that the  Company  may have or have had
            against the Executive Releasees arising from conduct occurring up to
            and including the date of this Agreement, including, but not limited
            to, (i) any claims arising out of or related to any applicable  law;
            and  (ii) the  Company's  stock.  Anything  herein  to the  contrary
            notwithstanding in this Agreement,  nothing herein shall release any
            of the Executive  Releasees from (i) any right or claim based on any
            right that the Company has to enforce this Agreement, (ii) any right
            or claim based on events occurring after the Effective Date.

<PAGE>

      The Company  Releasees and the Executive  Releasees  shall be collectively
      referred to as the "Released Parties"

4)    ACCORD AND  SATISFACTION.  The actual  receipt by the Executive of all the
      amounts and  benefits  set forth above in Section 2 shall be complete  and
      unconditional payment, settlement, accord and/or satisfaction with respect
      to all obligations and liabilities of the Company  Releasees to Executive,
      including, without limitation, all claims for wages, salary, vacation pay,
      medical leave, draws, incentive pay, bonuses,  recuperation pay, stock and
      stock options, commissions,  severance pay, reimbursement of expenses, any
      and all other forms of compensation or benefits, attorney's fees, or other
      costs or sums.

5)    RECEIPT OF WAGES AND OTHER  COMPENSATION.  Except as otherwise provided in
      Section 2, Executive  acknowledges and agrees that, prior to her execution
      of this Agreement, she has received payment for all wages, salary, accrued
      vacation, and all other compensation owed to Executive by the Company.

6)    COMPANY PROPERTY/PROPRIETARY INFORMATION. Executive undertakes to continue
      to abide by her non-compete, non-solicitation, ownership and protection of
      intellectual property, and proprietary information  undertakings set forth
      in Sections 7 and 8 of the Employment Agreement (the "Undertakings"),  the
      terms of which are incorporated herein by reference and a copy of which is
      attached hereto as Appendix C. Executive agrees and acknowledges  that she
      has  assigned to the Company all her right,  title and  interest in and to
      all developments relating to the business,  technology,  products,  and/or
      services  of the Company and all  related  patents,  patent  applications,
      copyrights and copyright  applications to the maximum extent  permitted by
      law. Executive agrees to cooperate fully with the Company, including after
      her  employment  with the Company,  at the Company's  sole  expense,  with
      respect to the  procurement,  maintenance  and  enforcement of copyrights,
      patents and other intellectual property rights (both in the United States,
      Israel and other countries) relating to such developments. Executive shall
      sign all papers,  including,  without limitation,  copyright applications,
      patent applications,  declarations, oaths, formal assignments, assignments
      of  priority  rights,  and  powers  of  attorney,  which the  Company  may
      reasonably  deem necessary or desirable in order to protect its rights and
      interests  in any  development.  Executive  agrees  that on or before  the
      Termination  Date she will return to the Company all Company  property and
      materials  (whether such materials are originals or copies,  in electronic
      form or  otherwise),  other than one copy retained for archival  purposes,
      including but not limited to, (if applicable)  Company car, Company credit
      cards,  manuals,  building  keys  and  passes,  courtesy  parking  passes,
      diskettes,  intangible information stored on diskettes,  software programs
      and data compiled with the use of those  programs,  software  passwords or
      codes,  tangible  copies of trade  secrets and  confidential  information,
      sales  forecasts,  names and addresses of Company  customers and potential
      customers,  customer lists,  customer contacts,  sales information,  sales
      forecasts,  memoranda,  sales  brochures,  business  or  marketing  plans,
      reports,  projections,  and any  and all  other  information  or  property
      previously or currently  held or used by Executive  that is or was related
      to Executive's employment with the Company ("Company Property"). Executive
      agrees  that in the event  that  Executive  discovers  any  other  Company
      Property in her possession  after the  Termination  Date of this Agreement
      she will immediately return such materials to the Company.

<PAGE>

7)    NON-ADMISSION  OF LIABILITY.  Each Party  understands  and agrees that the
      release  and  accord  and  satisfaction  set  forth  in  Sections  3 and 4
      constitute a final compromise of the claims released  thereby,  and is not
      an admission  by any  Released  Party that any such claims exist and/or of
      liability  by any  Released  Party  with  respect  to such  claims.  It is
      expressly  understood and agreed that nothing  contained in this Agreement
      nor  any of its  terms  and  provisions,  nor any of the  negotiations  or
      proceedings   connected  with  it   constitutes,   will  be  construed  to
      constitute, will be offered in evidence as, received in evidence as and/or
      deemed to be evidence of an admission of  liability or any  wrongdoing  on
      the part of any and/or all of the  Released  Parties.  The release and the
      accord  and  satisfaction  in  Sections 3 and 4 are,  however,  and may be
      asserted by any one or more of the  Released  Parties as an  absolute  and
      final bar to any suit or proceeding  brought by a Party against any one or
      more of the Released Parties; provided, however, that nothing contained in
      this Agreement  shall be construed to prevent an action for breach of this
      Agreement itself.


8)    OWNERSHIP OF CLAIMS.  Each Party  represents  and warrants  that it is the
      sole and lawful  owner of all  rights,  title and  interest  in and to all
      released  matters,  claims and  demands  referred  to herein.  The Parties
      further  represent  and warrant that there has been no assignment or other
      transfer of any  interest in any  matters,  rights,  interests,  claims or
      demands released herein.

9)    CONFIDENTIALITY.  Until and unless this  Agreement  and/or its contents is
      publicly disclosed by the Company,  Executive  understands and agrees that
      this  Agreement,  its  substance,  terms  and  the  matters  discussed  in
      negotiating  its  terms,  are  entirely  confidential.   It  is  therefore
      expressly  understood  and agreed  that,  until  such time as the  Company
      publicly  discloses this  Agreement,  Executive will not reveal,  discuss,
      publish or in any way communicate any of the terms, amount or fact of this
      Agreement to any person,  organization or other entity, with the exception
      of  disclosure  (i) to  her  immediate  family  members  and  professional
      representatives   (including  financial,  tax  and  legal),  (ii)  to  any
      prospective  employer,  but only to the extent  necessary  to inform  such
      employer  of the  Undertakings  regarding  Executive's  ability to perform
      services  for  such  employer;  (iii)  required  by law  or by any  court,
      arbitrator,  mediator or administrative or legislative body (including any
      committee  thereof)  with apparent  jurisdiction  or authority to order or
      require such person to disclose or make  accessible  such  information  or
      (iv) with respect to any  litigation,  arbitration or mediation  involving
      this Agreement. Executive further agrees not to make disparaging, critical
      or otherwise  detrimental  comments to any person or entity concerning the
      Company, its officers,  directors or employees; the products,  services or
      programs provided or to be provided by the Company;  the business affairs,
      operation,  management or the financial  condition of the Company;  or the
      circumstances  surrounding her employment and/or termination of employment
      from the Company. The Company agrees that the Company and its officers and
      directors will not make any disparaging, critical or otherwise detrimental
      comments to any person or entity  concerning  the Executive  personally or
      professionally  nor the  circumstances  surrounding her employment  and/or
      termination  of  employment  from the  Company.  Nothing in this Section 9
      shall  prevent any person from (i) making any  truthful  statement  to the
      extent (x) necessary in connection  with any  litigation,  arbitration  or
      mediation  involving this  Agreement,  including,  but not limited to, the
      enforcement  of this  Agreement  or (y)  required  by law or by any court,
      arbitrator,  mediator or  administrative  or legislative body (including a
      committee  thereof)  with apparent  jurisdiction  or authority to order or
      require such person to disclose or make accessible such information.

<PAGE>

10)   INDEMNIFICATION;  REMEDIES.  Executive  agrees to  indemnify  and hold the
      Company  Releasees  harmless  from and  against  any and all  loss,  cost,
      damage, or expense,  including,  but not limited to, reasonable attorneys'
      fees,  incurred  by the  Company  arising out of any action at law, or any
      other  proceeding,  it  finds  necessary  to  enforce  any of  the  terms,
      covenants or conditions of this Agreement or any other  agreement  between
      Executive and the Company as set forth in Section 16.

      The Company agrees to indemnify and hold the Executive  Releasees harmless
      from and against any and all loss, cost,  damage,  or expense,  including,
      but not limited to, reasonable attorneys' fees, incurred by the Executive,
      as defined in Section 3,  arising  out of any action at law,  or any other
      proceeding,  it finds necessary to enforce any of the terms,  covenants or
      conditions of this Agreement or any other agreement  between Executive and
      the Company as set forth in Section 16.

      In the event of a breach of this Agreement,  then the non-defaulting party
      may seek restitution and/or offset to the extent permitted by law and this
      Agreement in all other respects, including, but not limited to the Release
      provisions  set forth in Section 3, shall remain in full force and effect.
      Also, in the event of a breach or threatened  breach of this  Agreement by
      either Party, the Released Parties shall be able to enforce this Agreement
      by seeking an injunction  and such other relief as may be available at law
      or in equity;  provided,  however,  that the parties expressly acknowledge
      that the non defaulting  party may cancel its Release set forth in Section
      3 and seek enforcement of the rights and obligations  under the Employment
      Agreement.  The Parties expressly  acknowledge and agree that in the event
      of a breach of Section 3 hereunder by  Executive,  then in addition to the
      above,  the  Company  may  also  immediately  cease  making  the  payments
      described  in  Section  2  and  this  Agreement  in  all  other  respects,
      including,  but not limited to the Release provisions set forth in Section
      3, shall remain and full force and effect.

11)   TAX  OBLIGATIONS.  It is  understood  and agreed that  Executive is solely
      liable for all tax  obligations,  if any,  with respect to the  settlement
      payments  provided  for in Section 2, and that such may be withheld by the
      Company prior to any payment thereof.  Failure to withhold any payment due
      from  Executive  shall subject the Executive to payment  thereof when due,
      and/or the Executive shall indemnify the Company for any cost, expense, or
      interest,  that the Company incurs in connection with a demand for payment
      thereof by a regulatory authority.

12)   GOVERNING LAW AND JURISDICTION. This Agreement, in respect of all matters,
      which relate to the  employment by Brainstorm  Cell  Therapeutics  Ltd. or
      Brainstorm Cell  Therapeutics  Inc.,  shall be  interpreted,  enforced and
      governed  in  accordance  with the laws of the  State  of  Israel  without
      reference to conflicts of law  principles and sole  jurisdiction  shall be
      granted to the competent courts in Tel-Aviv.

<PAGE>

13)   SUCCESSORS  AND  ASSIGNS.  Executive  may not  assign any of her rights or
      delegate  any  of  her  duties  under  this  Agreement.   The  rights  and
      obligations  of the Company  shall  inure to the benefit of the  Company's
      successors and assigns.

14)   COSTS.  The  Parties  shall  each  bear  their  own  costs,  expert  fees,
      attorneys' fees and other fees incurred in connection with the Agreement.

15)   CONSULTATION  WITH  COUNSEL.  Executive  acknowledges  that  she has  been
      advised to consult with legal counsel of her choice prior to execution and
      delivery of this Agreement.

16)   INTEGRATION.  This Agreement constitutes an integrated,  written contract,
      expressing the sole and entire agreement  between the Parties with respect
      to the subject matter hereof and  supersedes any and all other  agreements
      or  understandings,  whether  oral or  written,  except the  Undertakings,
      Section  5h of the  Employment  Agreement  and the  Option  Agreement  (as
      applicable),  each of which  shall  remain  in full  force  and  effect in
      accordance  with  their  respective  terms.  In  this  regard,   Executive
      represents  and  warrants  that  she is not  relying  on any  promises  or
      representations,  which do not appear written  herein.  Executive  further
      understands and agrees that this Agreement can be amended or modified only
      by a written agreement,  signed by all of the Parties hereto. In the event
      of any inconsistency  between the terms of this Agreement and the terms of
      any other Company agreement, plan, policy or program,  including,  without
      limitation,  any  Executive  manual or code of conduct,  the terms of this
      Agreement shall prevail.  In the event there is a direct conflict  between
      the  terms  of this  Agreement  and the  Undertakings,  the  terms of this
      Agreement shall prevail.

17)   COMPANY'S  REPRESENTATIONS  AND UNDERTAKINGS.  The Company  represents and
      warrants that this Agreement has been fully and validly  authorized by all
      necessary corporate action. The Company undertakes to continue to abide by
      its undertaking to obtain Directors and Officers' Liability Insurance with
      coverage  that is sufficient  to cover  Executive's  activities as per her
      Employment  Agreement  and  shall  provide  the  Executive  with a written
      undertaking  of the Company to indemnify  and release the Executive 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 the said  insurance  and pay all premiums
      thereof  during  a period  of 5 years  from  the  date  hereof;  provided,
      however, that the Parties expressly acknowledge and agree that the Company
      shall be  entitled  to cancel the said  insurance  prior to the end of the
      aforementioned  period in the event that the Company is declared insolvent
      and/or  bankrupt  and is forced to cease its  operations,  or in the event
      that  that  the   Company  is  unable  to  renew  the  policy  due  to  an
      unavailability  of the said insurance under reasonable  market  conditions
      ("Cancellation  Period").  However, the Parties acknowledge and agree that
      during such Cancellation  Period the Company shall indemnify the Executive
      to the full extent possible in accordance  with the Israeli  Companies Law
      5759-1999 and the applicable law of the State of Washington, USA.

18)   COUNTERPARTS.  This Agreement may be executed in separate counterparts and
      by facsimile,  and each such counterpart  shall be deemed an original with
      the same effect as if all Parties had signed the same document.

19)   HEADINGS.  The headings in each  paragraph  herein are for  convenience of
      reference  only and shall be of no legal effect in the  interpretation  of
      the terms hereof.

<PAGE>

20)   SEVERABILITY  AND WAIVER.  If any  provision  of this  Agreement,  or part
      thereof, is held to be invalid, void, or voidable as against public policy
      or otherwise,  the invalidity shall not affect other provisions,  or parts
      thereof,  which may be given effect without the invalid provision or part.
      Any waiver of any  provision  of this  Agreement  shall not  constitute  a
      waiver  of any other  provision  of this  Agreement  unless  expressly  so
      indicated otherwise.  The language of all parts of this Agreement shall in
      all cases be construed  according to its fair meaning and not strictly for
      or against either of the Parties.

21)   VOLUNTARY  AGREEMENT.  EXECUTIVE  UNDERSTANDS  AND AGREES  THAT SHE MAY BE
      WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS
      THAT SHE HAS  ENTERED  INTO  THIS  AGREEMENT  KNOWINGLY  AND  VOLUNTARILY,
      WITHOUT ANY DURESS OR UNDUE  INFLUENCE  WITH THE FULL INTENT OR  RELEASING
      ALL CLAIMS  AGAINST  THE FULL  COMPLIANCE  OF THE  COMPANY'S  UNDERTAKINGS
      HEREUNDER.  EXECUTIVE  ACKNOWLEDGES THAT SHE HAS READ THIS AGREEMENT,  SHE
      HAS BEEN REPRESENTED IN THE NEGOTIATION,  AND EXECUTION OF THIS RELEASE BY
      LEGAL COUNSEL OF HER OWN CHOICE,  AND SHE  UNDERSTANDS  THE PROVISIONS AND
      LEGAL  CONSEQUENCES OF THIS  AGREEMENT.SHE  FURTHER  ACKNOWLEDGES THAT SHE
      DOES NOT RELY ON ANY  REPRESENTATION,  PROMISE OR  INDUCEMENT  MADE BY THE
      COMPANY OR ITS  REPRESENTATIVES  WITH THE  EXCEPTION OF THE  CONSIDERATION
      DESCRIBED IN THIS AGREEMENT.

      IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
dates provided below.



                                    BRAINSTORM CELL THERAPEUTICS INC.

                                    BRAINSTORM CELL THERAPEUTICS LTD.

                                    By: /s/ Yoram Drucker
                                        ----------------------------------------
                                    Its: PRINCIPAL EXECUTIVE OFFICER


                                    DR. YAFFA BECK

                                    /s/ Yaffa Beck
                                    --------------------------------------------



<PAGE>
Appendix A

As agreed,  the total amount  Executive  will receive is $74,000 minus  employer
cost since November 10

Yaffa Beck-Employer cost November 10, 2005 - January 31, 2006

Exch. Rate                 USD          NIS             NIS            Month
-------------------      -------      -------      -----------      ------------
              4.633        6,640       30,961           46,442           11.2005
-------------------      -------      -------      -----------      ------------
              4.603       10,089       46,441                            12.2005
-------------------      -------      -------      -----------      ------------
              4.69         9,916       46,508                             1.2006
-------------------      -------      -------      -----------      ------------
                          26,645      123,910
                         =======      =======

                                                              $
         Amount executive should get                      74,000

           Deduction: Employer cost                      -26,645

         Total Payment                                    47,355






<PAGE>




                                   Appendix C

                            Executive's Undertakings

7.    Competitive Activity

      During the term of this  Agreement  and for a period of twelve (12) months
from the Termination Date of this Agreement,  the Executive will not directly or
indirectly:

      (i)   Carry on or hold an  interest  in any  company,  venture,  entity or
            other business (other than a minority  interest in a publicly traded
            company) which directly competes with the Technology;

      (ii)  Act as a consultant  or  executive  or officer or in any  managerial
            capacity in a business directly competing with the Technology;

      (iii) Solicit,  canvass or approach  or  endeavor  to solicit,  canvass or
            approach  any  person  who,  to her  knowledge,  was  provided  with
            services by the Company or its  subsidiaries  at any time during the
            twelve (12) months  immediately  prior to the Termination  Date, for
            the  purpose of  offering  restricted  services  or  products  which
            directly compete with the Technology; or

      (iv)  Employ, solicit or entice away or endeavor to solicit or entice away
            from the Company or its 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.

8.    Ownership  and  Protection  of  Intellectual   Property  and  Confidential
      Information

      (a)   All information,  ideas, concepts,  improvements,  discoveries,  and
            inventions,  whether  patentable or not, which are conceived,  made,
            developed or acquired by Executive,  individually  or in conjunction
            with  others,  during  Executive's   employment  by  Company,  which
            directly relate to the Company's business,  Technology,  products or
            services and all writings or materials of any type  embodying any of
            such items, shall be the sole and exclusive property of the Company.

      (b)   Executive  acknowledges  that the  business  of the  Company and its
            affiliates  are  highly   competitive  and  that  their  strategies,
            methods, books, records, and documents,  their technical information
            concerning their  Technology,  products,  equipment,  services,  and
            processes,  procurement procedures and pricing techniques, the names
            of and  other  information  (such  as  credit  and  financial  data)
            concerning  their  customers and business  affiliates,  all comprise
            confidential  business  information  and  trade  secrets  which  are
            valuable,  special,  and unique  assets  which  Company  uses in its
            business to obtain a competitive advantage over its competitors (the
            "Confidential  Information").  Executive  further  acknowledges that
            protection of such  Confidential  Information  against  unauthorized

<PAGE>

            disclosure  and  use  is  of  critical   importance  to  Company  in
            maintaining its competitive  position.  Executive hereby agrees that
            Executive  will not, at any time during or after her  employment  by
            Company,  make  any  unauthorized  disclosure  of  any  Confidential
            Information  fo  Company,  or make any use  thereof,  except  in the
            carrying   out  of  her   employment   responsibilities   hereunder.
            Confidential  Information  shall not include (i)  information in the
            public  domain  (but  only if the same  becomes  part of the  public
            domain through a means other than a disclosure prohibited hereunder)
            or (ii)  information  which was  lawfully in the  possession  of the
            Executive prior to the Executive's  employment by Company. The above
            not  withstanding,  a disclosure shall not be unauthorized if (i) it
            is required by law or by a court of competent  jurisdiction  or (ii)
            it is in connection  with any judicial or other legal  proceeding in
            which Executive's legal rights and obligations as an Executive under
            this  Agreement  are at issue;  provided,  however,  that  Executive
            shall, to the extent practicable and lawful in any such events, give
            prior  notice  to  Company  of  her  intent  to  disclose  any  such
            confidential  business  information  in such  context so as to allow
            Company an opportunity  (which  Executive will not oppose) to obtain
            such protective  orders or similar relief with respect thereto as it
            may deem appropriate.

      (c)   All written  materials,  records,  and other  documents  made by, or
            coming  into the  possession  of,  Executive  during  the  period of
            Executive's   employment   by  Company  which  contain  or  disclose
            Confidential  Information of Company or its affiliates  shall be and
            remain  property of Company or its  affiliates,  as the case may be.
            Upon  termination  of  Executive's  employment  by Company,  for any
            reason,  Executive  promptly  shall deliver the same, and all copies
            thereof, to Company.