Exhibit 10.11


                        BrainStorm Cell Therapeutics Inc.


                        The 2004 Global Share Option Plan


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                                TABLE OF CONTENTS

1.   PURPOSE OF THE GLOBAL PLAN................................................3

2.   DEFINITIONS...............................................................3

3.   ADMINISTRATION OF THE GLOBAL PLAN.........................................5

4.   DESIGNATION OF PARTICIPANTS...............................................6

5.   SHARES RESERVED FOR THE GLOBAL PLAN.......................................6

6.   PURCHASE PRICE............................................................7

7.   ADJUSTMENTS...............................................................7

8.   TERM AND EXERCISE OF OPTIONS..............................................9

9.   VESTING OF OPTIONS.......................................................10

10.  PUCHASE FOR INVESTMENT...................................................10

11.  DIVIDENDS................................................................12

12.  RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS........................12

13.  EFFECTIVE DATE AND DURATION OF THE GLOBAL PLAN...........................12

14.  AMENDMENTS OR TERMINATION................................................13

15.  GOVERNMENT REGULATIONS...................................................14

16.  CONTINUANCE OF EMPLOYMENT................................................13

17.  GOVERNING LAW AND JURISDICTION...........................................13

18.  TAX CONSEQUENCES.........................................................14

19.  NON-EXCLUSIVITY OF THE GLOBAL PLAN.......................................14

20.  MULTIPLE AGREEMENTS......................................................14

21.  RULES PARTICULAR TO SPECIFIC COUNTRIES...................................14

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      This plan, as amended from time to time, shall be known as the BrainStorm
      Cell Therapeutics Inc. 2004 Global Share Option Plan (the "Global Plan").

1.    PURPOSE OF THE GLOBAL PLAN

      The Global Plan is intended to provide an incentive to retain, in the
      employ of the Company (as defined below) and its affiliates, persons of
      training, experience and ability; to attract new employees, directors,
      consultants and service providers; to encourage the sense of
      proprietorship of such persons; and to stimulate the active interest of
      such persons in the development and financial success of the Company by
      providing them with opportunities to purchase shares in the Company.

2.    DEFINITIONS

      For purposes of interpreting the Global Plan and related documents
      (including the Option Agreement and its appendixes), the following
      definitions shall apply:

      2.1   "Board" means the Board of Directors of the Company.

      2.2   "Cause" means (i) conviction of any felony involving moral turpitude
            or affecting the Company or its affiliates; (ii) any refusal to
            carry out a reasonable directive of the Company's Chief Executive
            Officer, Board or the Optionee's direct supervisor, which involves
            the business of the Company or its affiliates and was capable of
            being lawfully performed; (iii) embezzlement of funds of the Company
            or its affiliates; (iv) any breach of the Optionee's fiduciary
            duties or duties of care of the Company or its affiliates; including
            without limitation disclosure of confidential information of the
            Company or its affiliates; and (v) any conduct (other than conduct
            in good faith) reasonably determined by the Board to be materially
            detrimental to the Company or its affiliates.

      2.3   "Chairman" means the Chairman of the Committee.

      2.4   "Committee" means a share option compensation committee of the
            Board, designated from time to time by the resolution of the Board,
            which shall consist of no fewer than two members of the Board.

      2.5   "Company" means BrainStorm Cell Therapeutics Inc., a Washington
            State company.

      2.6   "Date of Grant" means the date determined by the Board or authorized
            Committee as set forth in the Option Agreement.

      2.7   "Employee" means a person who is employed by the Company or any
            affiliate.

      2.8   "Expiration date" means the date upon which an Option shall expire,
            as set forth in Section 8.2 of the Global Plan.

      2.9   "Fair Market Value" means as of any date, the value of a Share
            determined as follows:


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            (i)   If the Shares are listed on any established stock exchange or
                  a national market system, including without limitation the Tel
                  Aviv Stock Exchange, the NASDAQ National Market System or the
                  NASDAQ SmallCap Market, the Fair Market Value shall be the
                  last reported sale price for such Shares (or the highest
                  closing bid, if no sales were reported), as quoted on such
                  exchange or system for the last market trading day prior to
                  time of determination, as reported in The Wall Street Journal,
                  or such other source as the Board deems reliable;

            (ii)  If the Shares are regularly quoted by one or more recognized
                  securities dealers, but selling prices are not reported, the
                  Fair Market Value shall be the mean between the highest bid
                  and lowest asked prices for the Shares on the last market
                  trading day prior to the day of determination; or

            (iii) In the absence of an established market for the Shares, the
                  Fair Market Value thereof shall be determined in good faith by
                  the Board.

      2.10  "IPO" means the initial public offering of the Company's shares.

      2.11  "Option" means an option to purchase one or more Shares pursuant to
            the Global Plan.

      2.12  "Optionee" means a person who receives or holds an Option under the
            Global Plan.

      2.13  "Option Agreement" means the share option agreement between the
            Company and an Optionee that evidences and sets out the terms and
            conditions of an Option.

      2.14  "Global Plan" means the Company's 2004 Global Share Option Plan.

      2.15  "Purchase Price" means the price for each Share subject to an
            Option.

      2.16  "Service Provider" means a director, consultant or adviser of the
            Company or any affiliate, or any other person who is not an
            Employee.

      2.17  "Share" means the common stock, 0.00005 par value, of the Company.

      2.18  "Successor Company" means any entity into which the Company is
            merged to or by which the Company is acquired.

      2.19  "Transaction" means (i) merger, acquisition or reorganization of the
            Company with one or more other entities in which the Company is not
            the surviving entity, (ii) a sale of all or substantially all of the
            assets or shares of the Company to another entity.

      2.20  "U.S. Plan" means the BrainStorm Cell Therapeutics Inc. 2005 U.S.
            Stock Option and Incentive Plan.

      2.21  "Vested Option" means any Option, which has already been vested
            according to the Vesting Dates.


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      2.22  "Vesting Dates" means, as determined by the Board or authorized
            Committee, the date as of which the Optionee shall be entitled to
            exercise Options or part of the Options as set forth in Section 9 of
            the Global Plan.

3.    ADMINISTRATION OF THE GLOBAL PLAN

      3.1   The Board shall have the power to administer the Global Plan. To the
            extent permitted under applicable law, the Board may delegate its
            powers under the Global Plan, or any part thereof, to the Committee,
            in which case, any reference to the Board in the Global Plan with
            respect to the rights so delegated shall be construed as reference
            to the Committee. Notwithstanding the foregoing, the Board shall
            automatically have residual authority (i) if no Committee shall be
            constituted, (ii) with respect to rights not delegated by the Board
            to the Committee, or (iii) if such Committee shall cease to operate
            for any reason whatsoever.

      3.2   The Committee, if appointed, shall select one of its members as its
            Chairman and shall hold its meetings at such times and places as the
            Chairman shall determine. The Committee shall keep records of its
            meetings and shall make such rules and regulations for the conduct
            of its business as it shall deem advisable.

      3.3   The Committee shall have full power and authority subject to the
            approval of the Board to the extent required under applicable law
            (and subject further to applicable laws): (i) to designate
            Optionees; (ii) to determine the terms and provisions of respective
            Option Agreements (which need not be identical) including, but not
            limited to, the number of Shares to be covered by each Option,
            provisions concerning the time or times when and the extent to which
            the Options may be exercised and the nature and duration of
            restrictions as to transferability or restrictions constituting
            substantial risk of forfeiture; (iii) to accelerate the right of an
            Optionee to exercise, in whole or in part, any previously granted
            Option; (iv) to interpret the provisions and supervise the
            administration of the Global Plan; (v) to determine the Fair Market
            Value of the Shares; (vi) determine the Purchase Price of the Option
            (vii) to designate the type of Options to be granted to an Optionee;
            (viii) to determine any other matter which is necessary or desirable
            for, or incidental to, the administration of the Global Plan.

      3.4   The Board and/or the Committee shall have the authority to grant, in
            its discretion, to the holder of an outstanding Option, in exchange
            for the surrender and cancellation of such Option, a new Option
            having a purchase price equal to, lower than or higher than the
            Purchase Price of the original Option so surrendered and canceled,
            and containing such other terms and conditions as the Committee may
            prescribe in accordance with the provisions of the Global Plan.

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      3.5   Subject to the Company's incorporation documents, all decisions and
            selections made by the Board or the Committee pursuant to the
            provisions of the Global Plan shall be made by a majority of its
            members except that no member of the Board or the Committee shall
            vote on, or be counted for quorum purposes, with respect to any
            proposed action of the Board or the Committee relating to any Option
            to be granted to that member. Any decision reduced to writing shall
            be executed in accordance with the provisions of the Company's
            incorporation documents, as the same may be in effect from time to
            time.

      3.6   The interpretation and construction by the Committee of any
            provision of the Global Plan or of any Option Agreement thereunder
            shall be final and conclusive unless otherwise determined by the
            Board.

      3.7   Subject to the Company's incorporation documents and the Company's
            decision, and to all approvals legally required, each member of the
            Board or the Committee shall be indemnified and held harmless by the
            Company against any cost or expense (including counsel fees)
            reasonably incurred by him, or any liability (including any sum paid
            in settlement of a claim with the approval of the Company) arising
            out of any act or omission to act in connection with the Global Plan
            unless arising out of such member's own fraud or bad faith, to the
            extent permitted by applicable law. Such indemnification shall be in
            addition to any rights of indemnification the member may have as a
            director or otherwise under the Company's incorporation documents,
            any agreement, any vote of shareholders or disinterested directors,
            insurance policy or otherwise.

4.    DESIGNATION OF PARTICIPANTS

      The persons eligible for participation in the Global Plan shall include
      Employees and/or Service Providers. The grant of an Option hereunder shall
      neither entitle the Optionee to participate nor disqualify him or her from
      participating in, any other grant of Options pursuant to the Global Plan
      or any other option or share plan of the Company or any of its affiliates.

5.    SHARES RESERVED FOR THE GLOBAL PLAN

      5.1   The Company has reserved a total of 9,143,462 authorized but
            unissued Shares for the purposes of the Global Plan and for the
            purpose of the U.S. Plan and the Company's other share option plans,
            when applicable, subject to adjustment as set forth in Section 7
            below. Any Shares issued pursuant to an Option or other award under
            the Global Plan, the U.S. Plan or any other Company share option
            plan shall reduce the total number of shares reserved and available
            for the grant of future Options and other awards under the Global
            Plan, the U.S. Plan and any other Company share option plans. Any
            Shares which remain unissued and which are not subject to
            outstanding Options at the termination of the Global Plan shall
            cease to be reserved for the purpose of the Global Plan, but until
            termination of the Global Plan the Company shall at all times
            reserve a sufficient number of Shares to meet the requirements of
            the Global Plan. Should any Option for any reason expire or be
            canceled prior to its exercise or relinquishment in full, the Share
            or Shares subject to such Option may again be subjected to an Option
            under the Global Plan, the U.S. Plan or under future plans.

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      5.2   Each Option granted pursuant to the Global Plan, shall be evidenced
            by a written Option Agreement between the Company and the Optionee,
            in such form as the Board shall from time to time approve. Each
            Option Agreement shall state, inter alia, the number of Shares to
            which the Option relates, the type of Option granted thereunder, the
            Vesting Dates, the Purchase Price per Share and the Expiration Date.

6.    PURCHASE PRICE

      6.1   The Purchase Price of each Share subject to an Option shall be
            determined by the Committee in its sole and absolute discretion in
            accordance with applicable law, subject to any guidelines as may be
            determined by the Board from time to time. Each Option Agreement
            will contain the Purchase Price determined for each Optionee.

      6.2   The Purchase Price shall be payable upon the exercise of an Option
            in cash, check or wire transfer. The Purchase Price shall be
            denominated in the currency of the primary economic environment of,
            at the Company's discretion, either the Company or the Employee
            (that is the functional currency of the Company or the currency in
            which the Employee is paid).

7.    ADJUSTMENTS

Upon the occurrence of any of the following described events, Optionee's rights
to purchase Shares under the Global Plan shall be adjusted as hereafter
provided:

      7.1   In the event of Transaction, the unexercised Options then
            outstanding under the Global Plan shall be assumed or substituted
            for an appropriate number of shares of each class of shares or other
            securities of the Successor Company (or a parent or subsidiary of
            the Successor Company) as were distributed to the shareholders of
            the Company in connection and with respect to the Transaction. In
            the case of such assumption and/or substitution of Options,
            appropriate adjustments shall be made to the Purchase Price so as to
            reflect such action and all other terms and conditions of the Option
            Agreements shall remain unchanged, including but not limited to the
            vesting schedule, all subject to the determination of the Committee
            or the Board, which determination shall be in their sole discretion
            and final. The Company shall notify the Optionee of the Transaction
            in such form and method as it deems applicable at least ten (10)
            days prior to the effective date of such Transaction.

      7.2   Notwithstanding the above and subject to all applicable law, the
            Board or the Committee shall have the power and authority to
            determine that in certain Option Agreements there shall be a clause
            instructing that if in any Transaction the Successor Company (or
            parent or subsidiary of the Successor Company) does not agree to
            assume or substitute the Options, the Vesting Dates of outstanding
            Options shall be accelerated so that any unvested Option or any
            portion thereof shall be immediately vested as of the date which is
            ten (10) days prior to the effective date of the Transaction.

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      7.3   For the purposes of Section 7.1 above, an Option shall be considered
            assumed or substitute if, following the Transaction, the Option
            shall confer the right, subject to such Option's original vesting
            schedule, to purchase or receive, for each Share underlying such
            Option immediately prior to the Transaction, the consideration
            (whether shares, options, cash, or other securities or property)
            received in the Transaction by the holders of shares for each Share
            held on the effective date of the Transaction (and if such holders
            were offered a choice of consideration, the type of consideration
            chosen by the holders of a majority of the outstanding Shares);
            provided, however, that if such consideration received in the
            Transaction is not solely shares of common stock (or their
            equivalent) of the Successor Company or its parent or subsidiary,
            the Committee may, with the consent of the Successor Company,
            provide for the consideration to be received upon the exercise of
            the Option to be solely shares of common stock (or their equivalent)
            of the Successor Company or its parent or subsidiary equal in Fair
            Market Value to the per Share consideration received by holders of a
            majority of the outstanding shares in the Transaction; and provided
            further that the Committee may determine, in its discretion, that in
            lieu of such assumption or substitution of Options for options of
            the Successor Company or its parent or subsidiary, such Options will
            be substituted for any other type of asset or property including
            cash which is fair under the circumstances.

      7.4   If the Company is voluntarily liquidated or dissolved while
            unexercised Options remain outstanding under the Global Plan, the
            Company shall immediately notify all unexercised Option holders of
            such liquidation, and the Option holders shall then have ten (10)
            days to exercise any unexercised Vested Option held by them at that
            time, in accordance with the exercise procedure set forth herein.
            Upon the expiration of such ten-days period, all remaining
            outstanding Options will terminate immediately.

      7.5   If the outstanding Shares shall at any time be changed or exchanged
            by declaration of a share dividend (bonus shares), Share split or
            reverse Share split, combination or exchange of shares,
            recapitalization, or any other like event by or of the Company, and
            as often as the same shall occur, then the number, class and kind of
            the Shares subject to the Global Plan or subject to any Options
            theretofore granted, and the Purchase Prices, shall be appropriately
            and equitably adjusted so as to maintain the proportionate number of
            Shares without changing the aggregate Purchase Price; provided,
            however, that no adjustment shall be made by reason of the
            distribution of subscription rights (rights offering) on outstanding
            Shares. Upon happening of any of the foregoing, the class and
            aggregate number of Shares issuable pursuant to the Global Plan (as
            set forth in Section 5 hereof), in respect of which Options have not
            yet been exercised, shall be appropriately adjusted (all as
            determined by the Board whose determination shall be final).
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      7.6   The Optionee acknowledges that Optionee's rights to sell the Shares
            may be subject to certain limitations (including a lock-up period),
            as will be requested by the Company or its underwriters, and the
            Optionee unconditionally agrees and accepts any such limitations.

8.    TERM AND EXERCISE OF OPTIONS

      8.1   Options shall be exercised by the Optionee's by giving written
            notice of to the Company or to any third party designated by the
            Company (the "Representative"), in such form and method as may be
            determined by the Company, which exercise shall be effective upon
            receipt of such notice by the Company and/or the Representative and
            the payment of the exercise price for the number of Shares with
            respect to which the option is being exercised, at the Company's or
            the Representative's principal office. The notice shall specify the
            number of Shares with respect to which the Option is being
            exercised.

      8.2   Options, to the extent not previously exercised, shall terminate
            upon the earlier of: (i) the date set forth in the Option Agreement;
            (ii) the expiration of ten (10) years from the Date of Grant; or
            (iii) the expiration of any extended period in any of the events set
            forth in Section 8.5 below.

      8.3   The Options may be exercised by the Optionee in whole at any time or
            in part from time to time, to the extent that the Options have
            become vested and exercisable, prior to the Expiration Date, and
            provided that, subject to the provisions of Section 8.5 below, the
            Optionee is an Employee or a Service Provider at all times during
            the period beginning with the granting of the Option and ending upon
            the date of exercise.

      8.4   Subject to the provisions of Section 8.5 below, in the event of a
            termination of Optionee's employment or service, all Options granted
            to such Optionee shall immediately expire. Unless otherwise approved
            by the Committee, a notice of termination of employment or services
            shall be deemed to constitute termination of employment or services.

      8.5   Notwithstanding anything to the contrary hereinabove and unless
            otherwise determined in the Optionee's Option Agreement, an Option
            may be exercised after the date of termination of Optionee's
            employment or service during an additional period of time beyond the
            date of such termination, but only with respect to the number of
            Vested Options at the time of such termination according to the
            Vesting Dates, if:

            8.5.1 termination is without Cause, in which event the Vested
                  Options still in force and unexpired may be exercised within a
                  period of three (3) months after the date of such termination;
                  or

            8.5.2 termination is the result of death or disability of the
                  Optionee, in which event the Vested Options still in force and
                  unexpired may be exercised within a period of twelve (12)
                  months after such date of termination; or-

            8.5.3 prior to the date of such termination, the Committee shall
                  authorize an extension of the term of all or part of the
                  Vested Options beyond the date of such termination for a
                  period not to exceed the period during which the Options by
                  their terms would otherwise have been exercisable.

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            8.5.4 For avoidance of any doubt, if termination of employment or
                  service is for Cause, any outstanding unexercised Option will
                  immediately expire and terminate, and the Optionee shall not
                  have any right in respect of such outstanding Options.

      8.6   To avoid doubt, Optionees shall not have any of the rights or
            privileges of shareholders of the Company, in respect of any Shares
            purchasable upon the exercise of an Option, nor shall they be deemed
            to be a class of shareholders or creditors of the Company for the
            purpose of all applicable law, until registration of the Optionee as
            holder of such Shares in the Company's register of shareholders upon
            exercise of the Option in accordance with the provisions of the
            Global Plan.

      8.7   Any form of Option Agreement authorized by the Global Plan may
            contain such other provisions, not inconsistent with the Global
            Plan, as the Board may, from time to time, deem advisable.

9.    VESTING OF OPTIONS

      9.1   Subject to the provisions of the Global Plan, Options shall vest at
            the Vesting Dates set forth in the Option Agreement. However no
            Option shall be exercised after the Expiration Date.

      9.2   An Option may be subject to such other terms and conditions, not
            inconsistent with the Global Plan, on the time or times when it may
            be exercised as the Committee may deem appropriate. The vesting
            provisions of individual Options may vary.

10.   PURCHASE FOR INVESTMENT

      The Company's obligation to issue or allocate Shares upon exercise of an
      Option granted under the Global Plan is expressly conditioned upon: (a)
      the Company's completion of any registration or other qualifications of
      such Shares under all applicable laws, rules and regulations or (b)
      representations and undertakings by the Optionee (or his legal
      representative, heir or legatee, in the event of the Optionee's death) to
      assure that the sale of the Shares complies with any registration
      exemption requirements which the Company in its sole discretion shall deem
      necessary or advisable. Such required representations and undertakings may
      include representations and agreements that such Optionee (or his legal
      representative, heir, or legatee): (a) is purchasing such Shares for
      investment and not with any present intention of selling or otherwise
      disposing thereof; and (b) agrees to have placed upon the face and reverse
      of any certificates evidencing such Shares a legend setting forth (i) any
      representations and undertakings which such Optionee has given to the
      Company or a reference thereto and (ii) that, prior to effecting any sale
      or other disposition of any such Shares, the Optionee must furnish to the
      Company an opinion of counsel, satisfactory to the Company, that such sale
      or disposition will not violate the applicable laws, rules and regulations
      of the United States or any other state having jurisdiction over the
      Company and the Optionee.

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11.   DIVIDENDS

      With respect to all Shares (but excluding, for avoidance of any doubt, any
      unexercised Options) allocated or issued upon the exercise of Options
      purchased by the Optionee and held by the Optionee or by a trustee, as the
      case may be, the Optionee shall be entitled to receive dividends in
      accordance with the quantity of such Shares, subject to the provisions of
      the Company's incorporation documents, as amended from time to time and
      subject to any applicable taxation on distribution of dividends.

12.   RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

      No Option or any right with respect thereto, purchasable hereunder,
      whether fully paid or not, shall be assignable, transferable, or given as
      collateral nor any right with respect thereto may be given to any third
      party whatsoever, other than by will or by the laws of descent and
      distribution or as specifically otherwise allowed under the Global Plan
      and during the lifetime of the Optionee, each and all of such Optionee's
      rights to purchase Shares hereunder shall be exercisable only by the
      Optionee. Any action made in contradiction to the aforementioned, shall be
      null and void.

13.   EFFECTIVE DATE AND DURATION OF THE GLOBAL PLAN

      The Global Plan shall be effective as of the day it was adopted by the
      Board and shall terminate at the end of ten (10) years from such day of
      adoption.

      The Company shall obtain the approval of the Company's shareholders for
      the adoption of this Global Plan or for any amendment to this ISOP, if
      shareholders' approval is necessary or desirable to comply with any
      applicable law including without limitation the U.S. securities law or the
      securities laws of other jurisdiction applicable to Options granted to
      Optionees under this Global Plan, or if shareholders' approval is required
      by any authority or by any governmental agencies or national securities
      exchanges including without limitation the US Securities and Exchange
      Commission.

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14.   AMENDMENTS OR TERMINATION

      14.1  The Board may at any time, subject to the provisions of Section 14.2
            below and all applicable law, amend, alter, suspend or terminate the
            Global Plan, provided, however, that (i) the Board may not extend
            the term of the Global Plan specified in Section 13 and (ii) no
            amendment, alteration, suspension or termination of the Global Plan
            shall impair the rights of any Optionee, unless mutually agreed
            otherwise by the Optionee and the Company, which agreement must be
            in writing and signed by the Optionee and the Company. Earlier
            termination of the Global Plan prior to the Termination Date shall
            not affect the Board's ability to exercise the powers granted to it
            hereunder with respect to Options granted under the Global Plan
            prior to the date of such earlier termination.

      14.2  The Company shall obtain the approval of the Company's shareholders
            for any amendment to this Global Plan and/or the Appendixes thereto
            if shareholders' approval is required under any applicable law
            including without limitation the U.S. securities law or the
            securities laws of other jurisdiction applicable to Options granted
            to Optionees under this Global Plan and/or the Appendixes thereto,
            or if shareholders' approval is required by any authority or by any
            governmental agencies or national securities exchanges including
            without limitation the U.S. Securities and Exchange Commission.

15.   GOVERNMENT REGULATIONS

      The Global Plan, the granting and exercise of Options hereunder and the
      obligation of the Company to sell and deliver Shares under such Options
      shall be subject to all applicable laws, rules, regulations, approvals and
      consents whether of the United States, the State of Israel, or any other
      state having jurisdiction over the Company or the Optionee, including the
      registration of the Shares under the United States Securities Act 1933 or
      under the securities act of any applicable jurisdiction, and to such
      approvals by any governmental agencies or national securities exchanges as
      may be required. Nothing herein shall be deemed to require the Company to
      register the Shares under the securities law of any jurisdiction.

16.   CONTINUANCE OF EMPLOYMENT

      Neither the Global Plan nor any Option Agreement shall impose any
      obligation on the Company or an affiliate to continue any Optionee in its
      employ or service, and nothing in the Global Plan or in any Option granted
      pursuant hereto shall confer upon any Optionee any right to continue in
      the employ or service of the Company or an affiliate thereof or restrict
      the right of the Company or an affiliate thereof to terminate such
      employment or service at any time.

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17.   GOVERNING LAW AND JURISDICTION

      The Global Plan shall be governed by and construed and enforced in
      accordance with the laws of the State of Israel as applicable to contracts
      made and to be performed therein, without giving effect to the principles
      of conflict of laws. The competent courts of the State of Israel,
      Washington State or any other state of the United States in which the
      company is qualified to do business shall have sole jurisdiction in any
      matters pertaining to the Global Plan.

18.   TAX CONSEQUENCES

      Any tax consequences to any Optionee 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, or the Optionee)
      hereunder shall be borne solely by the Optionee. The Company and/or its
      affiliates shall withhold taxes according to the requirements under the
      applicable laws, rules, and regulations, including withholding taxes at
      source. Furthermore, the Optionee shall agree to indemnify the Company
      and/or its affiliates 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.

      The Company shall not be required to release any Share certificate to an
      Optionee until all required payments have been fully made.

21.   NON-EXCLUSIVITY OF THE GLOBAL PLAN

      The adoption of the Global Plan by the Board shall not be construed as
      amending, modifying or rescinding any previously approved incentive
      arrangements or as creating any limitations on the power of the Board to
      adopt such other incentive arrangements as it may deem desirable,
      including, without limitation, the granting of Options otherwise then
      under the Global Plan, and such arrangements may be either applicable
      generally or only in specific cases. For the avoidance of doubt, prior
      grant of options to Optionees of the Company under their employment
      agreements, and not in the framework of any previous option plan, shall
      not be deemed an approved incentive arrangement for the purpose of this
      section.

22.   MULTIPLE AGREEMENTS

      The terms of each Option may differ from other Options granted under the
      Global Plan at the same time, or at any other time. The Board may also
      grant more than one Option to a given Optionee during the term of the
      Global Plan, either in addition to, or in substitution for, one or more
      Options previously granted to that Optionee.

23.   RULES PARTICULAR TO SPECIFIC COUNTRIES

      Notwithstanding anything herein to the contrary, the terms and conditions
      of the Global Plan may be adjusted with respect to a particular country by
      means of an addendum to the Global Plan in the form of an appendix (the

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<PAGE>

      "Appendix"), and to the extent that the terms and conditions set forth in
      the Appendix conflict with any provisions of the Global Plan, the
      provisions of the Appendix shall govern. Terms and conditions set forth in
      the Appendix shall apply only to Options issued to Optionees under the
      jurisdiction of the specific country that is subject of the Appendix and
      shall not apply to Options issued to any other Optionee. The adoption of
      any such Appendix shall be subject to the approval of the Board and if
      required the approval of the shareholders of the Company.

                                      * * *

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                        BRAINSTORM CELL THERAPEUTICS INC

                               APPENDIX A - ISRAEL

                       TO THE 2004 GLOBL SHARE OPTION PLAN


1.    GENERAL

      1.1.  This appendix (the "Appendix") shall apply only to participants who
            are residents of the state of Israel or those who are deemed to be
            residents of the state of Israel for the payment of tax. The
            provisions specified hereunder shall form an integral part of the
            2004 Global Share Option Plan of BrainStorm Cell Therapeutics Inc
            (hereinafter: the "Plan"), which applies to the issuance of options
            to purchase Shares of BrainStorm Cell Therapeutics Inc (hereinafter:
            the "Company"). According to the Plan, options to purchase the
            Company's Shares may be issued to employees, directors, consultants
            and service provides of the Company or its affiliates

      1.2   This Appendix is effective with respect to Options granted as of
            January 1, 2003 and shall comply with Amendment no. 132 of the
            Israeli Tax Ordinance.

      1.3.  This Appendix is to be read as a continuation of the Plan and only
            modifies options granted to Israeli Optionees so that they comply
            with the requirements set by the Israeli law in general, and in
            particular with the provisions of Section 102 (as specified herein),
            as may be amended or replaced from time to time. For the avoidance
            of doubt, this Appendix does not add to or modify the Plan in
            respect of any other category of Optionees.

      1.5.  The Plan and this Appendix are complimentary to each other and shall
            be deemed as one. In any case of contradiction, whether explicit or
            implied, between the provisions of this Appendix and the Plan, the
            provisions set out in the Appendix shall prevail.

      1.6.  Any capitalized terms not specifically defined in this Appendix
            shall be construed according to the interpretation given to it in
            the Plan.

2.    DEFINITIONS

      2.1   "Affiliate" means any "employing company" within the meaning of
            Section 102(a) of the Ordinance.

      2.2   "Approved 102 Option" means an Option granted pursuant to Section
            102(b) of the Ordinance and held in trust by a Trustee for the
            benefit of the Optionee.

      2.3   "Capital Gain Option (CGO)" means an Approved 102 Option elected and
            designated by the Company to qualify under the capital gain tax
            treatment in accordance with the provisions of Section 102(b)(2) of
            the Ordinance.

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<PAGE>

      2.4   "Controlling Shareholder" shall have the meaning ascribed to it in
            Section 32(9) of the Ordinance.

      2.5   "Employee" means a person who is employed by the Company or its
            Affiliates, including an individual who is serving as a director or
            an office holder, but excluding any Controlling Shareholder, all as
            determined in Section 102 of the Ordinance.

      2.6   "ITA" means the Israeli Tax Authorities.

      2.7   "Non-Employee" means a consultant, adviser, service provider,
            Controlling Shareholder or any other person who is not an Employee.

      2.8   "Ordinary Income Option (OIO)" means an Approved 102 Option elected
            and designated by the Company to qualify under the ordinary income
            tax treatment in accordance with the provisions of Section 102(b)(1)
            of the Ordinance.

      2.9   "102 Option" means any Option granted to Employees pursuant to
            Section 102 of the Ordinance.

      2.10  "3(i) Option" means an Option granted pursuant to Section 3(i) of
            the Ordinance to any person who is a Non- Employee.

      2.11  "Ordinance" means the Israeli Income Tax Ordinance [New Version]
            1961 as now in effect or as hereafter amended.

      2.12  "Section 102" means section 102 of the Ordinance and any
            regulations, rules, orders or procedures promulgated thereunder as
            now in effect or as hereafter amended.

      2.13  "Trustee" means any individual appointed by the Company to serve as
            a trustee and approved by the ITA, all in accordance with the
            provisions of Section 102(a) of the Ordinance.

      2.14  "Unapproved 102 Option" means an Option granted pursuant to Section
            102(c) of the Ordinance and not held in trust by a Trustee.

3.    ISSUANCE OF OPTIONS

      3.1   The persons eligible for participation in the Plan as Optionees
            shall include any Employees and/or Non-Employees of the Company or
            of any Affiliate; provided, however, that (i) Employees may only be
            granted 102 Options; and (ii) Non-Employees and/or Controlling
            Shareholders may only be granted 3(i) Options

      3.2   The Company may designate Options granted to Employees pursuant to
            Section 102 as Unapproved 102 Options or Approved 102 Options.

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<PAGE>

      3.3   The grant of Approved 102 Options shall be made under this Appendix
            adopted by the Board, and shall be conditioned upon the approval of
            this Appendix by the ITA.

      3.4   Approved 102 Options may either be classified as Capital Gain
            Options ("CGOs") or Ordinary Income Options ("OIOs").

      3.5   No Approved 102 Options may be granted under this Appendix to any
            eligible Employee, unless and until, the Company's election of the
            type of Approved 102 Options as CGO or OIO granted to Employees (the
            "Election"), is appropriately filed with the ITA. Such Election
            shall become effective beginning the first date of grant of an
            Approved 102 Option under this Appendix and shall remain in effect
            at least until the end of the year following the year during which
            the Company first granted Approved 102 Options. The Election shall
            obligate the Company to grant only the type of Approved 102 Option
            it has elected, and shall apply to all Optionees who were granted
            Approved 102 Options during the period indicated herein, all in
            accordance with the provisions of Section 102(g) of the Ordinance.
            For the avoidance of doubt, such Election shall not prevent the
            Company from granting Unapproved 102 Options simultaneously.

      3.6   All Approved 102 Options must be held in trust by a Trustee, as
            described in Section 4 below.

      3.7   For the avoidance of doubt, the designation of Unapproved 102
            Options and Approved 102 Options shall be subject to the terms and
            conditions set forth in Section 102.

4.    TRUSTEE

      4.1   Approved 102 Options which shall be granted under this Appendix
            and/or any Shares allocated or issued upon exercise of such Approved
            102 Options and/or other shares received subsequently following any
            realization of rights, including without limitation bonus shares,
            shall be allocated or issued to the Trustee and held for the benefit
            of the Optionees for such period of time as required by Section 102
            or any regulations, rules or orders or procedures promulgated
            thereunder (the "Holding Period"). In the case the requirements for
            Approved 102 Options are not met, then the Approved 102 Options may
            be regarded as Unapproved 102 Options, all in accordance with the
            provisions of Section 102.

      4.2   Notwithstanding anything to the contrary, the Trustee shall not
            release any Shares allocated or issued upon exercise of Approved 102
            Options prior to the full payment of the Optionee's tax liabilities
            arising from Approved 102 Options which were granted to him and/or
            any Shares allocated or issued upon exercise of such Options.

                                       17
<PAGE>

      4.3   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.

      4.4   Upon receipt of Approved 102 Option, the Optionee will sign an
            undertaking to release the Trustee from any liability in respect of
            any action or decision duly taken and bona fide executed in relation
            with this Appendix, or any Approved 102 Option or Share granted to
            him thereunder.

5.    THE OPTIONS

      The terms and conditions upon which the Options shall be issued and
      exercised, shall be as specified in the Option Agreement to be executed
      pursuant to the Plan and to this Appendix. Each Option Agreement shall
      state, inter alia, the number of Shares to which the Option relates, the
      type of Option granted thereunder (whether a CGO, OIO, Unapproved 102
      Option or a 3(i) Option), the vesting provisions and the exercise price.

6.    FAIR MARKET VALUE

      Without derogating from Section 2.9 of the Plan and solely for the purpose
      of determining the tax liability pursuant to Section 102(b)(3) of the
      Ordinance, if at the date of grant the Company's shares are listed on any
      established stock exchange or a national market system or if the Company's
      shares will be registered for trading within ninety (90) days following
      the date of grant of the CGOs, the fair market value of the Shares at the
      date of grant shall be determined in accordance with the average value of
      the Company's shares on the thirty (30) trading days preceding the date of
      grant or on the thirty (30) trading days following the date of
      registration for trading, as the case may be.

7.    EXERCISE OF OPTIONS

      Options shall be exercised by the Optionee by giving a written notice to
      the Company and/or to any third party designated by the Company (the
      "Representative"), in such form and method as may be determined by the
      Company and, when applicable, by the Trustee, in accordance with the
      requirements of Section 102, which exercise shall be effective upon
      receipt of such notice by the Company and/or the Representative and the
      payment of the exercise price for the number of Shares with respect to
      which the option is being exercised, at the Company's or the
      Representative's principal office. The notice shall specify the number of
      Shares with respect to which the option is being exercised.

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<PAGE>

8.    ASSIGNABILITY AND SALE OF OPTIONS

      8.1.  Notwithstanding any other provision of the Plan, no Option or any
            right with respect thereto, purchasable hereunder, whether fully
            paid or not, shall be assignable, transferable or given as
            collateral or any right with respect to them given to any third
            party whatsoever, and during the lifetime of the Optionee each and
            all of such Optionee's rights to purchase Shares hereunder shall be
            exercisable only by the Optionee.

            Any such action made directly or indirectly, for an immediate
            validation or for a future one, shall be void.

      8.2   As long as Options or Shares purchased pursuant to thereto are held
            by the Trustee on behalf of the Optionee, all rights of the Optionee
            over the shares are personal, can not be transferred, assigned,
            pledged or mortgaged, other than by will or laws of descent and
            distribution.

9.    INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER'S PERMIT

      9.1.  With regards to Approved 102 Options, the provisions of the Plan
            and/or the Appendix and/or the Option Agreement shall be subject to
            the provisions of Section 102 and the Tax Assessing Officer's
            permit, and the said provisions and permit shall be deemed an
            integral part of the Plan and of the Appendix and of the Option
            Agreement.

      9.2.  Any provision of Section 102 and/or the said permit which is
            necessary in order to receive and/or to keep any tax benefit
            pursuant to Section 102, which is not expressly specified in the
            Plan or the Appendix or the Option Agreement, shall be considered
            binding upon the Company and the Optionees.

10.   DIVIDEND

      Subject to the Company's incorporation documents, with respect to all
      Shares (but excluding, for avoidance of any doubt, any unexercised
      options) allocated or issued upon the exercise of Options and held by the
      Optionee or by the Trustee as the case may be, the Optionee shall be
      entitled to receive dividends in accordance with the quantity of such
      shares, and subject to any applicable taxation on distribution of
      dividends, and when applicable subject to the provisions of Section 102
      and the rules, regulations or orders promulgated thereunder.

11.   TAX CONSEQUENCES


      11.1  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, and 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 shall agree 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.

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<PAGE>

      11.2  The Company and/or, when applicable, the Trustee shall not be
            required to release any share certificate to an Optionee until all
            required payments have been fully made.

      11.3  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.

12.   GOVERNING LAW & JURISDICTION

      This Appendix shall be governed by and construed and enforced in
      accordance with the laws of the State of Israel applicable to contracts
      made and to be performed therein, without giving effect to the principles
      of conflict of laws. The competent courts of Tel-Aviv, Israel shall have
      sole jurisdiction in any matters pertaining to this Appendix.


                                      * * *

DATE APPROVED BY BOARD OF DIRECTORS:            November 25, 2004

DATE APPROVED BY STOCKHOLDERS:                  MARCH 28, 2005

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