Exhibit 10.13

                        BRAINSTORM CELL THERAPEUTICS INC.

                                OPTION AGREEMENT

               Made effective as of the 31st day of December, 2004


BETWEEN:                Brainstorm Cell Therapeutics Inc.

                        A company incorporated in Washington

                        (hereinafter the "Company")

                                                                 on the one part


AND:                    Dr. Yaffa Beck

                        10 Hankin St., Tel Aviv

                        (hereinafter the "Optionee")

                                                               on the other part


WHEREAS     On November 8, 2004 (the "Effective Date") the Optionee entered into
            an employment agreement with the Company (the "Employment
            Agreement") pursuant to which the Company undertook to grant the
            Optionee Options to purchase Shares of the Company; and

WHEREAS     On November 25, 2004, the Company duly adopted and the Board
            approved the 2004 Global Share Option Plan (the "Plan"), and
            Appendix A - Israel thereto (the "Israeli Appendix"), forming an
            integral part of the Plan, a copy of which is attached as Exhibit A
            hereto; and


WHEREAS     Pursuant to the Plan and the Israeli Appendix, the Company has
            decided to grant Options to purchase Shares of the Company to the
            Optionee, and the Optionee has agreed to such grant, subject to all
            the terms and conditions as set forth in the Plan, the Israeli
            Appendix and as provided herein;

<PAGE>

NOW, THEREFORE, it is agreed as follows:

1.    Preamble and Definitions

      1.1   The preamble to this agreement constitutes an integral part hereof.

      1.2   Unless otherwise defined herein, capitalized terms used herein shall
            have the meaning ascribed to them in the Plan and/or the Israeli
            Appendix.

2.    Grant of Options

      2.1   The Company hereby grants to the Optionee the number of Options as
            set forth in Exhibit B hereto, each Option shall be exercisable for
            one Share, upon payment of the Purchase Price as set forth in
            Exhibit B, subject to the terms and the conditions as set forth in
            the Plan and/or the Israeli Appendix and as provided herein.

      2.2   The Optionee is aware that the Company intends in the future to
            issue additional shares and to grant additional options to various
            entities and individuals, as the Company in its sole discretion
            shall determine.

3.    Period of Option and Conditions of Exercise

      3.1   The terms of this Option Agreement shall commence on the Date of
            Grant and terminate at the Expiration Date, or at the time at which
            the Option expires pursuant to the terms of the Plan and/or the
            Israeli Appendix or pursuant to this Option Agreement.

      3.2   Options may be exercised only to purchase whole Shares, and in no
            case may a fraction of a Share be purchased. If any fractional Share
            would be deliverable upon exercise, such fraction shall be rounded
            up one-half or less, or otherwise rounded down, to the nearest whole
            number.

4.    Adjustments

      Notwithstanding anything to the contrary in Section 7.1 of the Plan and in
      addition thereto, if in any such Transaction as described in Section 7.1
      of the Plan, the Successor Company (or parent or subsidiary of the
      Successor Company) does not agree to assume or substitute for the Options,
      the Vesting Dates shall be accelerated so that any unvested Option shall
      be immediately vested in full as of the date which is ten (10) days prior
      to the effective date of the Transaction, and the Committee shall notify
      the Optionee that the unexercised Options are fully exercisable for a
      period of ten (10) days from the date of such notice, and that any
      unexercised Options shall terminate upon the expiration of such period.

      If the successor Company (or parent or subsidiary of the Successor
      Company) agrees to assume or substitute for the Options and Optionee's
      employment with the Successor Company is terminated by the Successor
      Company without "Cause" (as defined in the Employment Agreement) within
      one year of the closing of such Transaction, the Vesting Dates shall be
      accelerated so that any unvested portion of the substituted Option shall
      be immediately vested in full as of the date of notice of such termination
      without Cause.

<PAGE>

      Notwithstanding any provisions of the Plan and/or the Israeli Appendix, in
      the event that Company terminates Optionees's employment without Cause (as
      defined in the Employment Agreement) or in the event that the Optionee
      resigns as a result of Constructive Discharge (as defined below) or in the
      event of termination of Optionee's employment by reason of Disability (as
      defined below) or death of the Optionee, all of the remaining unvested
      Options granted to Optionee shall vest immediately as of the date of the
      notice of termination, and Optionee or her legal representative, estate or
      other person to whom her 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 four (4) years
      thereafter, or (ii) until the Expiration Date. Notwithstanding the above,
      in the event of termination of Optionee's employment by reason of
      Disability or death of the Optionee within two (2) years of the Effective
      Date, only 67% of the remaining unvested Options shall vest immediately as
      of the date of the notice of termination and the Optionee or her legal
      representative, estate, or other person to whom her rights are transferred
      by will or by laws of descent or distribution, shall be entitled to
      exercise the vested Options as above. The term "Constructive Discharge"
      shall mean (i) material reduction in Optionee's compensation; (ii)
      material reduction in the level, scope of job responsibility or status or
      material change in the position of Optionee occurring without the consent
      of the Optionee; (iii) relocation to an office of the Company which is
      more than sixty (60) kilometers from the office where Optionee was
      previously located to which Optionee has not agreed; or (iv) voluntary
      termination by Optionee 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 Company and/or
      its subsidiary 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 Optionee's ability to substantially perform
      her duties under her Employment Agreement and which continues for a period
      of least ninety (90) consecutive days.

5.    Vesting; Period of Exercise

      Subject to the provisions of the Plan and/or the Israeli Appendix and
      except as otherwise provided for herein, Options shall vest and become
      exercisable according to the Vesting Dates set forth in Exhibit B hereto,
      provided that the Optionee is an Employee of, or providing services to,
      the Company and/or its Affiliates on the applicable Vesting Date.

      Except as set forth in Section 4 above or in this Section 5, all
      unexercised Options granted to the Optionee shall terminate and shall no
      longer be exercisable on the Expiration Date, as described in Section 2.8
      of the Plan.

      Notwithstanding any provisions of the Plan and/or the Israeli Appendix, in
      the event that the Company terminates Optionee's employment for Cause (as
      defined in the Employment Agreement), Optionee shall be entitled to
      exercise the Options vested as of the date of the notice of termination
      until the lapse of twelve (12) months thereof, and all Options which are
      not yet vested on the date of such termination shall immediately expire.

6.    Exercise of Options

      6.1   Options may be exercised in accordance with the provisions of
            Section 8.1 of the Plan. The Purchase Price shall be payable upon
            the exercise of an Option in accordance with Section 6.2 of the
            Plan.
<PAGE>

      6.2   In order for the Company to issue Shares upon the exercise of any of
            the Options, the Optionee hereby agrees to sign any and all
            documents required by any applicable law and/or by the Company's
            incorporation documents. The Optionee further agrees that in the
            event that the Company and its counsel deem it necessary or
            advisable, in their sole discretion, the issuance of Shares may be
            conditioned upon certain representations, warranties, and
            acknowledgments by the Optionee.

      6.3   The Company shall not be obligated to issue any Shares upon the
            exercise of an Option if such issuance, in the opinion of the
            Company, might constitute a violation by the Company of any
            provision of law.

7.    Restrictions on Transfer of Options and Shares

      7.1   The transfer of Options and the transfer of Shares to be issued upon
            exercise of the Options shall be subject to the limitations set
            forth in the Plan, in the Israeli Appendix, in the Company's
            incorporation documents, in any shareholders' agreement to which the
            holders of common stock of the Company are bound or in any
            applicable law including securities law of any jurisdiction.

      7.2   With respect to any Approved 102 Option, subject to the provisions
            of Section 102 and any rules or regulation or orders or procedures
            promulgated thereunder, an Optionee shall not sell or release from
            trust any Share received upon the exercise of an Approved 102 Option
            and/or any share received subsequently following any realization of
            rights, including without limitation, bonus shares, until the lapse
            of the Holding Period required under Section 102 of the Ordinance.
            Notwithstanding the above, if any such sale or release occurs during
            the Holding Period, the sanctions under Section 102 of the Ordinance
            and under any rules or regulation or orders or procedures
            promulgated thereunder shall apply to and shall be borne by such
            Optionee.

      7.3   With respect to Unapproved 102 Option, if the Optionee ceases to be
            employed by the Company or any Affiliate, the Optionee shall extend
            to the Company and/or its Affiliate a security or guarantee for the
            payment of tax due at the time of sale of Shares, all in accordance
            with the provisions of Section 102 and the rules, regulation or
            orders promulgated thereunder.

      7.4   The Optionee shall not dispose of any Shares in transactions which
            violate, in the opinion of the Company, any applicable laws, rules
            and regulations.

      7.5   The Optionee agrees that the Company shall have the authority to
            endorse upon the certificate or certificates representing the Shares
            such legends referring to the foregoing restrictions, and any other
            applicable restrictions as it may deem appropriate (which do not
            violate the Optionee's rights according to this Option Agreement).
<PAGE>

8.    Taxes; Indemnification

      8.1   Any tax consequences arising from the grant or exercise of any
            Option, from the payment for Shares covered thereby or from any
            other event or act (of the Company and/or its Affiliates, the
            Trustee or the Optionee), hereunder, shall be borne solely by the
            Optionee. The Company and/or its Affiliates and/or the Trustee shall
            withhold taxes according to the requirements under the applicable
            laws, rules, and regulations, including withholding taxes at source.
            Furthermore, the Optionee hereby agrees to indemnify the Company
            and/or its Affiliates and/or the Trustee and hold them harmless
            against and from any and all liability for any such tax or interest
            or penalty thereon, including without limitation, liabilities
            relating to the necessity to withhold, or to have withheld, any such
            tax from any payment made to the Optionee.

      8.2   The Optionee will not be entitled to receive from the Company and/or
            the Trustee any Shares allocated or issued upon the exercise of
            Options prior to the full payments of the Optionee's tax liabilities
            arising from Options which were granted to him and/or Shares issued
            upon the exercise of Options. For the avoidance of doubt, neither
            the Company nor the Trustee shall be required to release any share
            certificate to the Optionee until all payments required to be made
            by the Optionee have been fully satisfied.

      8.3   The receipt of the Options and the acquisition of the Shares to be
            issued upon the exercise of the Options may result in tax
            consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH
            RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS
            OPTION OR DISPOSING OF THE SHARES.

      8.4   With respect to Approved 102 Options, the Optionee hereby
            acknowledges that he is familiar with the provisions of Section 102
            and the regulations and rules promulgated thereunder, including
            without limitations the type of Option granted hereunder and the tax
            implications applicable to such grant. The Optionee accepts the
            provisions of the trust agreement signed between the Company and the
            Trustee, attached as Exhibit C hereto, and agrees to be bound by its
            terms.

9.    Miscellaneous

      9.1   No Obligation to Exercise Options. The grant and acceptance of these
            Options imposes no obligation on the Optionee to exercise it.

      9.2   Confidentiality. The Optionee shall regard the information in this
            Option Agreement and its exhibits attached hereto as confidential
            information and the Optionee shall not reveal its contents to anyone
            except when required by law or for the purpose of gaining legal or
            tax advice.

      9.3   Continuation of Employment or Service. Nothing in the Plan, the
            Israeli Appendix and this Option Agreement shall be construed as
            imposing any obligation on the Company or an Affiliate to continue
            the Optionee's employment or service and nothing in the Plan, the
            Israeli Appendix or in this Option Agreement shall confer upon the
            Optionee any right to continue in the employ or service of the
            Company and/or an Affiliate or restrict the right of the Company or
            an Affiliate to terminate such employment or service at any time.
<PAGE>

      9.4   Entire Agreement. Subject to the provisions of the Plan and/or the
            Israeli Appendix, to which this Option Agreement is subject, this
            Option Agreement, together with the exhibits hereto, constitute the
            entire agreement between the Optionee and the Company with respect
            to Options granted hereunder, and supersedes all prior agreements,
            understandings and arrangements, oral or written, between the
            Optionee and the Company with respect to the subject matter hereof.

      9.5   Failure to Enforce - Not a Waiver. The failure of any party to
            enforce at any time any provisions of this Option Agreement or the
            Plan and/or the Israeli Appendix shall in no way be construed to be
            a waiver of such provision or of any other provision hereof.

      9.6   Provisions of the Plan and/or the Israeli Appendix. The Options
            provided for herein are granted pursuant to the Plan and/or the
            Israeli Appendix and said Options and this Option Agreement are in
            all respects governed by the Plan and/or the Israeli Appendix and
            subject to all of the terms and provisions of the Plan and/or the
            Israeli Appendix.

            Any interpretation of this Option Agreement will be made in
            accordance with the Plan and/or the Israeli Appendix but in the
            event there is any contradiction between the provisions of this
            Option Agreement and the Plan and/or the Israeli Appendix, the
            provisions of the Option Agreement will prevail.

      9.7   Binding Effect. The Plan, the Israeli Appendix and this Option
            Agreement shall be binding upon the heirs, executors, administrators
            and successors of the parties hereof.

      9.8   Notices. All notices or other communications given or made hereunder
            shall be in writing and shall be delivered or mailed by registered
            mail or delivered by email or facsimile with written confirmation of
            receipt to the Optionee and/or to the Company at the addresses shown
            on the letterhead above, or at such other place as the Company may
            designate by written notice to the Optionee. The Optionee is
            responsible for notifying the Company in writing of any change in
            the Optionee's address, and the Company shall be deemed to have
            complied with any obligation to provide the Optionee with notice by
            sending such notice to the address indicated below.


Company's Signature:

Name: Yoram Drucker

Position: Chief Operating Officer

Signature: /s/ Yoram Drucker
           -----------------
               Yoram Drucker

<PAGE>

I, the undersigned, hereby acknowledge receipt of a copy of the Plan and the
Israeli Appendix and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan and the Israeli Appendix and this
Option Agreement in its entirety, have had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement, and fully understand all
provisions of this Option Agreement. I agree to notify the Company upon any
change in the residence address indicated above.


     12/31/04                /s/ Yaffa Beck
     --------                --------------
     Date                        Yaffa Beck
                             Optionee's signature

Exhibit A:  Brainstorm Cell Therapeutics Inc. 2004 Global Share Option Plan and
            Appendix A - Israel

Exhibit B:  Terms of the Option

Exhibit C:  Trust Agreement

<PAGE>

                                    EXHIBIT B

                               TERMS OF THE OPTION


Name of the Optionee:                Dr. Yaffa Beck

Date of Grant:                       12.31.04

Designation:                         Capital Gain Option (CGO)

1. Number of Options granted:        1,828,692

2. Purchase Price:                   $0.15

3. Vesting Dates:                    36 equal monthly installments beginning on
                                     December 8, 2004


                Number of Options         Vesting Date
                -----------------         ------------


4. Expiration Date:                  November 8, 2014 (unless otherwise adjusted
                                     as provided herein)


/s/ Yaffa Beck        /s/ Yoram Drucker
--------------        -----------------
    Yaffa Beck            Yoram Drucker

Optionee              Company