EXHIBIT 10.1

THIS PRIVATE PLACEMENT  SUBSCRIPTION  AGREEMENT (THE  "SUBSCRIPTION  AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO
ARE NOT U.S.  PERSONS (AS DEFINED  HEREIN)  PURSUANT TO  REGULATION  S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS  SUBSCRIPTION  AGREEMENT  RELATES HAVE BEEN
REGISTERED  UNDER THE 1933 ACT OR ANY U.S. STATE  SECURITIES LAWS AND, UNLESS SO
REGISTERED,  NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,  IN THE UNITED
STATES OR TO U.S.  PERSONS (AS DEFINED  HEREIN)  EXCEPT IN  ACCORDANCE  WITH THE
PROVISIONS  OF  REGULATION  S UNDER  THE  1933  ACT,  PURSUANT  TO AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE  WITH APPLICABLE  STATE  SECURITIES
LAWS. IN ADDITION,  HEDGING  TRANSACTIONS  INVOLVING THE  SECURITIES  MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

                         PRIVATE PLACEMENT SUBSCRIPTION

                                 ORGENESIS INC.

                           INSTRUCTIONS TO SUBSCRIBER:

1.   COMPLETE the information on Page 2 of this Subscription Agreement. YOU MUST
     RESIDE OUTSIDE NORTH AMERICA TO USE THIS FORM.

2.   DELIVER  the  Subscription  Proceeds,  in the  form of bank  draft  or wire
     transfer  (wire  transfer  instructions  will be  provided  upon  request),
     together  with one  originally  executed  copy of this entire  Subscription
     Agreement to Orgenesis Inc., at

     Clark Wilson LLP
     800 - 885 West Georgia Street
     Vancouver, B.C. V6M3R9
     Canada

3.   EMAIL a copy of Page 2 of this Subscription  Agreement to Clark Wilson LLP,
     counsel for Orgenesis Inc., attention Bernard Pinsky bip@cwilson.com

CLARK WILSON LLP ARE  AUTHORIZED TO RELEASE ANY FUNDS RECEIVED TO ORGENESIS INC.
IMMEDIATELY UPON ISSUANCE OF THE SECURITIES SUBSCRIBED FOR IN THIS SUBSCRIPTION.

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                                 ORGENESIS INC.

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

The undersigned (the "SUBSCRIBER") hereby irrevocably  subscribes for and agrees
to purchase  from  Orgenesis  Inc.  (the  "ISSUER")  that number of units of the
Issuer (the  "UNITS")  set out below at a price of $1.00 per Unit.  Each Unit is
comprised  of one share of common  stock in the capital of the Issuer  (each,  a
"SHARE") and two non-transferable  common stock share purchase warrants (each, a
"WARRANT").  Each  Warrant  shall  entitle  the holder  thereof  to acquire  one
additional Share (each, a "WARRANT SHARE") at a price of $1.00 per Warrant Share
until 5:00 p.m.  (Pacific time) on the date of expiration of the Warrant,  which
is  three  years  following  the  Closing  Date  (as  defined  herein),  and the
Subscriber  must exercise the Warrants  upon certain  events  occurring,  as set
forth in the warrant  certificate,  a form of which is attached as Schedule  "A"
(the "Warrant Certificate").  The Subscriber agrees to be bound by the terms and
conditions set forth in the attached "Terms and Conditions of  Subscription  for
Units".

SUBSCRIBER INFORMATION                      UNITS TO BE PURCHASED

                                            Number of Units:           X $1.00
---------------------------------------                      ---------
(Name of Subscriber)                                   =

Account Reference (if applicable):          Aggregate Subscription Price:

X                                           ------------------------------------
---------------------------------------     (the "SUBSCRIPTION AMOUNT")
(Signature of Subscriber - if the
Subscriber is an Individual)                PLEASE COMPLETE IF PURCHASING AS
                                            AGENT OR TRUSTEE FOR A PRINCIPAL
X                                           (BENEFICIAL  PURCHASER)(A "DISCLOSED
---------------------------------------     PRINCIPAL") AND NOT PURCHASING AS
(Signature of Authorized Signatory - if     TRUSTEE OR AGENT FOR ACCOUNTS FULLY
the Subscriber is not an Individual)        MANAGED BY IT.

---------------------------------------
(Name and Title of Authorized Signatory     ------------------------------------
- if the Subscriber is not an Individual)   (Name of Disclosed Principal)

---------------------------------------     ------------------------------------
(SIN, SSN, or other Tax Identification      (Address of Disclosed Principal)
Number of the Subscriber)
                                            ------------------------------------
---------------------------------------     (Account Reference, if applicable)

---------------------------------------     ------------------------------------
(Subscriber's Address, including city       (SIN, SSN, or other Tax
and province or state or residence)         Identification Number of Disclosed
                                            Principal)
--------------------------------------
(Telephone Number)      (Email Address)

REGISTER THE SHARES, WARRANTS AND WARRANT   DELIVER THE SHARES, WARRANTS AND
SHARES AS SET FORTH BELOW:                  WARRANT SHARES AS SET FORTH BELOW:

---------------------------------------     ------------------------------------
(Name to Appear on Share and Warrant        (Attention - Name)
Certificate)
                                            ------------------------------------
---------------------------------------     (Account Reference, if applicable)
(Account Reference, if applicable)
                                            ------------------------------------
---------------------------------------     (Address, including Postal Code)
(Address, including Postal Code)
                                            ------------------------------------
                                            (Telephone Number)

                                   ACCEPTANCE

The Issuer hereby accepts the  subscription  as set forth above on the terms and
conditions  contained  in this  Subscription  Agreement.  as of the  ____ day of
_______________________, 2012.

ORGENESIS INC.

Per:
    ---------------------------------
    Authorized Signatory

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<PAGE>
THIS PRIVATE PLACEMENT  SUBSCRIPTION  AGREEMENT (THE  "SUBSCRIPTION  AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO
ARE NOT U.S.  PERSONS (AS DEFINED  HEREIN)  PURSUANT TO  REGULATION  S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS  SUBSCRIPTION  AGREEMENT  RELATES HAVE BEEN
REGISTERED  UNDER THE 1933 ACT OR ANY U.S. STATE  SECURITIES LAWS AND, UNLESS SO
REGISTERED,  NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,  IN THE UNITED
STATES OR TO U.S.  PERSONS (AS DEFINED  HEREIN)  EXCEPT IN  ACCORDANCE  WITH THE
PROVISIONS  OF  REGULATION  S UNDER  THE  1933  ACT,  PURSUANT  TO AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE  WITH APPLICABLE  STATE  SECURITIES
LAWS. IN ADDITION,  HEDGING  TRANSACTIONS  INVOLVING THE  SECURITIES  MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

                         PRIVATE PLACEMENT SUBSCRIPTION
                (Offshore Subscribers Only Outside North America)

TO: ORGENESIS INC. (the "Company")
    1001 SW 5th Avenue, Suite 1100
    Portland, Oregon, 97204

PURCHASE OF UNITS

1. SUBSCRIPTION

1.1 The undersigned (the  "SUBSCRIBER")  hereby  irrevocably  subscribes for and
agrees to purchase  units (the  "UNITS") in the amount set out on Page 2 of this
Subscription  Agreement,  at a price of US $1.00 per Unit (such subscription and
agreement  to purchase  being the  "SUBSCRIPTION"),  for the total  subscription
price as set out on Page 2 of this  Subscription  Agreement  (the  "SUBSCRIPTION
PROCEEDS"),  which Subscription  Proceeds are tendered herewith, on the basis of
the  representations  and warranties and subject to the terms and conditions set
forth herein.

1.2 Each Unit consists of one Share and one Warrant  (together or  individually,
the "SECURITIES").

1.3 The Company  hereby agrees to sell the Units to the  Subscriber on the basis
of the  representations  and  warranties and subject to the terms and conditions
set forth herein.  Subject to the terms hereof, the Subscription  Agreement will
be effective  upon its acceptance by the Company.  The  Subscriber  acknowledges
that the  offering  of Units  contemplated  hereby is not subject to any minimum
aggregate subscription level.

1.4  Unless  otherwise  provided,   all  dollar  amounts  referred  to  in  this
Subscription Agreement are in lawful money of the United States of America.

2. PAYMENT

2.1 The Subscription Proceeds must accompany this Subscription Agreement or they
must be wired directly to the Company in accordance with wire  instructions that
will be  provided  by the Company on  request.  Alternatively  the  Subscription
Proceeds may be wired to Clark Wilson LLP, attorneys for the Company,  and Clark
Wilson LLP are authorized and instructed to immediately deliver the Subscription
Proceeds to the Company.

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<PAGE>
2.2 The Company may treat the  Subscription  Proceeds as a non-interest  bearing
loan and may use the Subscription Proceeds prior to this Subscription  Agreement
being accepted by the Company and the  certificates  representing the Securities
have been issued to the Subscriber.

2.3 The  Subscriber  must  complete,  sign and return to the Company an executed
copy of this Subscription Agreement.

2.4 The  Subscriber  shall  complete,  sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires,  notices and
undertakings  as may be  required by  regulatory  authorities,  stock  exchanges
and/or applicable law.

3. CLOSING

Closing of the purchase and sale of the Units shall occur on or before  DECEMBER
31, 2012,  or on such other date or dates as may be determined by the Company in
its sole  discretion  (the "CLOSING  DATE"),  but there is no minimum  number of
Units being  offered.  The Subscriber  acknowledges  that Units may be issued to
other subscribers under this offering (the "OFFERING"), and that these may close
before, on or after the Closing Date. 4. ACKNOWLEDGEMENTS OF SUBSCRIBER

The Subscriber acknowledges and agrees that:

(a)  the Securities  have not been registered  under the U.S.  Securities Act of
     1933,  as amended (the "1933 Act"),  or under any  securities or "blue sky"
     laws of any state of the  United  States  and are being  offered  only in a
     transaction  not  involving any public  offering  within the meaning of the
     1933 Act,  and,  unless so  registered,  may not be  offered or sold in the
     United  States or to a U.S.  Person,  as that term is defined in Regulation
     "S" ("REGULATION "S") promulgated by the Securities and Exchange Commission
     (the  "SEC")  pursuant  to the 1933  Act,  except  in  accordance  with the
     provisions  of  Regulation  "S",  pursuant  to  an  effective  registration
     statement  under the 1933 Act, or pursuant to an  exemption  from,  or in a
     transaction not subject to, the registration  requirements of the 1933 Act,
     and in each case only in accordance with applicable state securities laws;

(b)  the Company will refuse to register  any transfer of any of the  Securities
     and shares issued upon exercise of the Warrants  (collectively,  the "TOTAL
     SECURITIES")  not made in accordance  with the  provisions of Regulation S,
     pursuant  to an  effective  registration  statement  under  the 1933 Act or
     pursuant to an available  exemption  from, or in a transaction  not subject
     to, the registration requirements of the 1933 Act;

(c)  the decision to execute this Subscription  Agreement and purchase the Units
     has not been based upon any oral or  written  representation  as to fact or
     otherwise  made by or on behalf of the Company  and such  decision is based
     solely  upon  information  provided  by the  Company  in this  Subscription
     Agreement (the "COMPANY INFORMATION").

(d)  the  Subscriber  and the  Subscriber's  advisor(s)  have  had a  reasonable
     opportunity to review the Company  Information  and to ask questions of and
     receive  answers from the Company  regarding  the  Offering,  and to obtain
     additional  information,  to the extent  possessed  or  obtainable  without
     unreasonable  effort or expense,  necessary  to verify the  accuracy of the
     information  contained in the Company  Information,  or any other  document
     provided to the Subscriber;

(e)  by execution  hereof the  Subscriber has waived the need for the Company to
     communicate  its acceptance of the purchase of the  Securities  pursuant to
     this Subscription Agreement;

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<PAGE>
(f)  the Company is entitled to rely on the  representations  and warranties and
     the statements and answers of the Subscriber contained in this Subscription
     Agreement and the  Subscriber  will hold harmless the Company from any loss
     or  damage  it may  suffer  as a  result  of the  Subscriber's  failure  to
     correctly complete this Subscription Agreement;

(g)  the  Subscriber  will  indemnify and hold  harmless the Company and,  where
     applicable, its respective directors, officers, employees, agents, advisors
     and  shareholders  from and  against  any and all loss,  liability,  claim,
     damage and expense whatsoever  (including,  but not limited to, any and all
     fees, costs and expenses  whatsoever  reasonably incurred in investigating,
     preparing  or  defending   against  any  claim,   lawsuit,   administrative
     proceeding or investigation whether commenced or threatened) arising out of
     or  based  upon  any  acknowledgment,  representation  or  warranty  of the
     Subscriber  contained  herein or in any  other  document  furnished  by the
     Subscriber  to the  Company in  connection  herewith,  being  untrue in any
     material  respect or any breach or failure by the Subscriber to comply with
     any  covenant  or  agreement  made  by the  Subscriber  to the  Company  in
     connection therewith;

(h)  the issuance and sale of the Units to the Subscriber  will not be completed
     if it would be unlawful  or if, in the  discretion  of the  Company  acting
     reasonably, it is not in the best interests of the Company;

(i)  the Subscriber has been advised to consult the  Subscriber's own legal, tax
     and other advisors with respect to the merits and risks of an investment in
     the  Total   Securities   and  with  respect  to  the   applicable   resale
     restrictions,  and it is solely  responsible (and the Company is not in any
     way responsible) for compliance with:

     (i)  any  applicable  laws of the  jurisdiction  in which the Subscriber is
          resident in connection with the  distribution of the Total  Securities
          hereunder, and
     (ii) applicable resale restrictions.

(j)  the  Subscriber  has not  acquired  the Units as a result  of, and will not
     itself engage in, any "directed  selling efforts" (as defined in Regulation
     S) in the United  States in respect of any of the  Securities  which  would
     include  any  activities  undertaken  for the  purpose  of,  or that  could
     reasonably  be expected to have the effect of,  conditioning  the market in
     the United States for the resale of any of the Total Securities;  provided,
     however,  that the Subscriber  may sell or otherwise  dispose of any of the
     Total  Securities  pursuant to registration of any of the Total  Securities
     pursuant to the 1933 Act and any applicable  state securities laws or under
     an exemption from such registration  requirements and as otherwise provided
     herein;

(k)  the  Subscriber  is not a U.S.  Person  (as  defined in  Regulation  S), is
     outside the United States when  receiving and executing  this  Subscription
     Agreement  and is acquiring  the Units as principal  for its own account or
     for account of the  Disclosed  Principal,  as  applicable,  for  investment
     purposes  only,  and not with a view to, or for,  resale,  distribution  or
     fractionalization  thereof,  in whole or in part, and no other person has a
     direct or  indirect  beneficial  interest  in such  Units,  other  than the
     Disclosed Principal, if applicable; -

(l)  the statutory and regulatory basis for the exemption  claimed for the offer
     and sale of the Units,  although in technical compliance with Regulation S,
     would not be available if the offering is part of a plan or scheme to evade
     the registration provisions of the 1933 Act;

(m)  the Company has  advised the  Subscriber  that the Company is relying on an
     exemption from the requirements to provide the Subscriber with a prospectus
     and to sell the Units through a person  registered to sell  securities and,
     as a consequence  of acquiring the Securities  pursuant to this  exemption,
     certain  protections,  rights and remedies,  including  statutory rights of
     rescission or damages, will not be available to the Subscriber;

                                       5
<PAGE>
(n)  the  Securities  are not listed on any stock  exchange or automated  dealer
     quotation system and no representation has been made to the Subscriber that
     any of the Securities will become listed on any stock exchange or automated
     dealer quotation system;

(o)  the Subscriber  acknowledges that the Company has not undertaken,  and will
     have no obligation, to register any of the Securities under the 1933 Act;

(p)  neither the SEC, nor any other securities regulatory authority has reviewed
     or passed on the merits of the Securities;

(q)  no documents in  connection  with this  Offering  have been reviewed by the
     SEC, nor by any other securities  regulatory  authority or state securities
     administrators;

(r)  there is no government or other  insurance  covering any of the Securities;
     and

(s)  this Subscription  Agreement is not enforceable by the Subscriber unless it
     has been  accepted by the  Company,  and the  Subscriber  acknowledges  and
     agrees that the Company  reserves the right to reject any  subscription for
     any reason.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

5.1 The  Subscriber  hereby  represents  and warrants to and covenants  with the
Company,  as of the date of this  Agreement  and as of the  Closing  Date (which
representations, warranties and covenants shall survive the Closing Date) that:

(a)  the  Subscriber is outside the United  States when  receiving and executing
     this Subscription Agreement;

(b)  the Subscriber is not a "U.S. Person", as defined in Regulation S;

(c)  the  Subscriber  is not  acquiring the Units for the account or benefit of,
     directly or indirectly, any U.S. Person, as defined in Regulation S;

(d)  the  Subscriber is resident in the  jurisdiction  set out on Page 2 of this
     Subscription Agreement;

(e)  the Subscriber:

     (i)  is  knowledgeable  of, or has been  independently  advised  as to, the
          applicable   securities  laws  of  the  securities  regulators  having
          application  in the  jurisdiction  in which the Subscriber is resident
          (the   "INTERNATIONAL   JURISDICTION")   which   would  apply  to  the
          acquisition of the Units,
     (ii) is  purchasing  the Units  pursuant to exemptions  from  prospectus or
          equivalent  requirements under applicable  securities laws or, if such
          is not  applicable,  the Subscriber is permitted to purchase the Units
          under the applicable  securities laws of the securities  regulators in
          the  International  Jurisdiction  without  the  need  to  rely  on any
          exemptions,
     (iii)acknowledges  that the applicable  securities  laws of the authorities
          in the  International  Jurisdiction do not require the Company to make
          any  filings or seek any  approvals  of any kind  whatsoever  from any
          securities  regulator  of any  kind  whatsoever  in the  International
          Jurisdiction  in  connection  with the issue and sale or resale of the
          Units and Securities, and
     (iv) represents  and  warrants  that the  acquisition  of the  Units by the
          Subscriber  does not trigger:

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<PAGE>
          A.   any  obligation  to  prepare  and file a  prospectus  or  similar
               document,  or any other report with  respect to such  purchase in
               the International Jurisdiction, or
          B.   any continuous  disclosure reporting obligation of the Company in
               the  International  Jurisdiction,  and the  Subscriber  will,  if
               requested by the Company, deliver to the Company a certificate or
               opinion  of local  counsel  from the  International  Jurisdiction
               which will confirm the matters referred to in subparagraphs (ii),
               (iii) and (iv) above to the  satisfaction of the Company,  acting
               reasonably;

(f)  the  Subscriber is acquiring the Units as principal,  or for account of the
     Disclosed Principal, as applicable,  and for investment only and not with a
     view to, or for,  resale,  distribution or  fractionalization  thereof,  in
     whole or in part, and, in particular,  it, or the Disclosed Principal,  has
     no  intention  to  distribute  either  directly  or  indirectly  any of the
     Securities  in  the  United  States  or to  U.S.  Persons  (as  defined  in
     Regulation S);

(g)  the Subscriber  acknowledges that it has not acquired the Units as a result
     of, and will not  itself  engage in, any  "directed  selling  efforts"  (as
     defined  in  Regulation  S) in the  United  States in respect of any of the
     Total  Securities  which would include any  activities  undertaken  for the
     purpose  of, or that could  reasonably  be  expected to have the effect of,
     conditioning  the market in the United  States for the resale of any of the
     Total  Securities;  provided,  however,  that  the  Subscriber  may sell or
     otherwise  dispose of any of the Total Securities  pursuant to registration
     of any of the Securities  pursuant to the 1933 Act and any applicable state
     securities laws or under an exemption from such  registration  requirements
     and as otherwise provided herein;

(h)  the  Subscriber  has the legal  capacity and  competence  to enter into and
     execute  this  Subscription  Agreement  and to take  all  actions  required
     pursuant  hereto  and,  if the  Subscriber  is a  corporation,  it is  duly
     incorporated  and validly  subsisting under the laws of its jurisdiction of
     incorporation  and all necessary  approvals by its directors,  shareholders
     and others have been  obtained to authorize  execution and  performance  of
     this Subscription Agreement on behalf of the Subscriber;

(i)  the  entering  into of this  Subscription  Agreement  and the  transactions
     contemplated  hereby do not result in the violation of any of the terms and
     provisions of any law  applicable  to, or, if  applicable,  the  constating
     documents  of, the  Subscriber,  or of any  agreement,  written or oral, to
     which the Subscriber may be a party or by which the Subscriber is or may be
     bound;

(j)  the Subscriber has duly executed and delivered this Subscription  Agreement
     and it  constitutes  a  valid  and  binding  agreement  of  the  Subscriber
     enforceable against the Subscriber;

(k)  the Subscriber has received and carefully read this Subscription Agreement;

(l)  the  Subscriber  (i) has adequate net worth and means of providing  for its
     current  financial needs and possible personal  contingencies,  (ii) has no
     need  for  liquidity  in this  investment,  and  (iii)  is able to bear the
     economic  risks of an investment  in the Units for an indefinite  period of
     time, and can afford the complete loss of such investment;

(m)  the  Subscriber  is able to fend for  itself in the  subscription,  has the
     degree of  knowledge,  education  and  experience in financial and business
     matters as to enable the Subscriber to evaluate the merits and risks of the
     investment in the Units and the Company;

(n)  the Subscriber understands and agrees that the Company and others will rely
     upon the  truth  and  accuracy  of the  acknowledgements,  representations,
     warranties,   covenants  and  agreements  contained  in  this  Subscription
     Agreement, and agrees that if any of such acknowledgements, representations

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<PAGE>
     and agreements are no longer accurate or have been breached, the Subscriber
     shall promptly notify the Company;

(o)  the  Subscriber is aware that an  investment in the Company is  speculative
     and involves certain risks, including the possible loss of the investment;

(p)  the  Subscriber  is not an  underwriter  of, or dealer  in,  the  Company's
     Securities, nor is the Subscriber participating,  pursuant to a contractual
     agreement or otherwise, in the distribution of the Units;

(q)  the Subscriber has made an independent  examination and investigation of an
     investment  in the Units and the Company and has  depended on the advice of
     its legal and  financial  advisors  and agrees that the Company will not be
     responsible in anyway whatsoever for the Subscriber's decision to invest in
     the Units and the Company;

(r)  if the Subscriber is acquiring the Units as a fiduciary or agent for one or
     more investor accounts,  the Subscriber has sole investment discretion with
     respect to each such account, and the Subscriber has full power to make the
     foregoing  acknowledgements,  representations  and  agreements on behalf of
     such account;

(s)  the Subscriber is not aware of any  advertisement  of any of the Securities
     and  is not  acquiring  the  Units  as a  result  of any  form  of  general
     solicitation or general  advertising  including  advertisements,  articles,
     notices or other  communications  published in any  newspaper,  magazine or
     similar  media or  broadcast  over radio or  television,  or any seminar or
     meeting  whose  attendees  have been  invited  by general  solicitation  or
     general advertising; and

(t)  no person has made to the Subscriber  any written or oral  representations:

     (i)  that any person will resell or repurchase any of the Securities,
     (ii) that  any  person  will  refund  the  purchase  price  of  any  of the
          Securities,
     (iii) as to the future price or value of any of the Securities, or
     (iv) that any of the  Securities  will be listed and posted for  trading on
          any stock exchange or that  application has been made to list and post
          any of the Securities of the Company on any stock exchange.

5.2 In this  Subscription  Agreement,  the term  "U.S.  Person"  shall  have the
meaning ascribed thereto in Regulation S promulgated  under the 1933 Act and for
the  purpose of the  Subscription  Agreement  includes  any person in the United
States.

6. ACKNOWLEDGEMENT AND WAIVER

The Subscriber has acknowledged that the decision to purchase the Units was made
based solely on the Company  Information.  The Subscriber  hereby waives, to the
fullest  extent  permitted  by law,  any  rights of  withdrawal,  rescission  or
compensation for damages to which the Subscriber might be entitled in connection
with the  distribution of any of the  Securities.  Because the Subscriber is not
purchasing the Units under a prospectus,  the Subscriber will not have the civil
protections,  rights and  remedies  that would  otherwise  be  available  to the
Subscriber  under the  securities  laws in United  States,  including  statutory
rights of rescission or damages.

7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY

The  Subscriber  acknowledges  that the  acknowledgements,  representations  and
warranties  contained  herein are made by it with the intention that they may be
relied upon by the Company and its legal counsel in determining the Subscriber's

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<PAGE>
eligibility to purchase the Units under applicable  securities  legislation,  or
(if  applicable)  the  eligibility  of others on whose behalf it is  contracting
hereunder to purchase the Shares under applicable  securities  legislation.  The
Subscriber  further  agrees  that  by  accepting  delivery  of the  certificates
representing  the Securities,  it will be  representing  and warranting that the
acknowledgements  representations  and warranties  contained herein are true and
correct as of the date hereof and the date of delivery and will continue in full
force and effect notwithstanding any subsequent disposition by the Subscriber of
all of the Securities.

8. RESALE RESTRICTIONS

8.1 The Subscriber acknowledges that any resale of any of the Securities will be
subject  to  resale  restrictions   contained  in  the  securities   legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that  none of the  Securities  have  been  registered  under the 1933 Act or the
securities  laws of any state of the United  States.  The  Securities may not be
offered  or sold in the United  States  unless  registered  in  accordance  with
federal  securities laws and all applicable  state securities laws or exemptions
from such registration requirements are available.

8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent  disposition  of the  Securities by the  Subscriber may be imposed by
securities  laws in addition to any  restrictions  referred to in Section above,
and, in  particular,  the  Subscriber  acknowledges  and agrees that none of the
Securities may be offered or sold to a U.S. Person or for the account or benefit
of a U.S. Person (other than a distributor) prior to the end of the Distribution
Compliance Period.

9. ACKNOWLEDGEMENT AND WAIVER

The Subscriber has acknowledged that the decision to purchase the Securities was
solely  made on the  basis  of  information  concerning  the  Company  that  was
available  to the  Subscriber  on the EDGAR  database  maintained  by the SEC at
www.sec.gov

10. LEGENDING OF SUBJECT SECURITIES

10.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and
until  such  time  as the  same  is no  longer  required  under  the  applicable
securities  laws  and  regulations,  the  certificates  representing  any of the
Securities will bear a legend in substantially the following form:

     "THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE
     NOT U.S.  PERSONS (AS DEFINED IN  REGULATION S UNDER THE 1933 ACT) PURSUANT
     TO REGULATION S UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED
     (THE  "1933  ACT").  ACCORDINGLY,  NONE OF THE  SECURITIES  TO  WHICH  THIS
     CERTIFICATE  RELATES HAVE BEEN  REGISTERED  UNDER THE 1933 ACT, OR ANY U.S.
     STATE  SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR
     SOLD IN THE UNITED  STATES OR,  DIRECTLY  OR  INDIRECTLY,  TO U.S.  PERSONS
     EXCEPT IN  ACCORDANCE  WITH THE  PROVISIONS  OF REGULATION S UNDER THE 1933
     ACT,  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  OR PURSUANT TO AN
     EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT  TO, THE  REGISTRATION
     REQUIREMENTS  OF THE  1933 ACT AND IN EACH  CASE  ONLY IN  ACCORDANCE  WITH
     APPLICABLE  STATE  SECURITIES  LAWS.  IN  ADDITION,   HEDGING  TRANSACTIONS
     INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
     1933 ACT."

                                       9
<PAGE>
10.2 The  Subscriber  hereby  acknowledges  and agrees to the  Company  making a
notation on its records or giving  instructions  to the  registrar  and transfer
agent of the Company in order to  implement  the  restrictions  on transfer  set
forth and described in this Subscription Agreement.

11. COSTS

The Subscriber  acknowledges and agrees that all costs and expenses  incurred by
the Subscriber  (including  any fees and  disbursements  of any special  counsel
retained by the Subscriber) relating to the purchase of the Units shall be borne
by the Subscriber.

12. GOVERNING LAW

This Subscription  Agreement is governed by the laws of the State of Nevada. The
Subscriber,  in its personal or corporate capacity and, if applicable, on behalf
of each beneficial  purchaser for whom it is acting,  irrevocably attorns to the
exclusive jurisdiction of the Courts of the State of Nevada.

13. SURVIVAL

This Subscription  Agreement,  including without limitation the representations,
warranties and covenants  contained  herein,  shall survive and continue in full
force and effect and be binding  upon the  parties  hereto  notwithstanding  the
completion of the purchase of the Units by the Subscriber pursuant hereto.

14. ASSIGNMENT

This Subscription Agreement is not transferable or assignable.

15. SEVERABILITY

The  invalidity  or  unenforceability  of  any  particular   provision  of  this
Subscription  Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

16. ENTIRE AGREEMENT

Except  as  expressly  provided  in  this  Subscription  Agreement  and  in  the
agreements, instruments and other documents contemplated or provided for herein,
this  Subscription  Agreement  contains the entire agreement between the parties
with respect to the sale of the Units and there are no other terms,  conditions,
representations or warranties,  whether expressed,  implied, oral or written, by
statute or common law, by the Company or by anyone else.

17. NOTICES

All notices and other communications  hereunder shall be in writing and shall be
deemed to have been duly given if mailed or  transmitted by any standard form of
telecommunication.  Notices to the Subscriber  shall be directed to the delivery
address on Page 2 and  notices to the  Company  shall be  directed  to it at the
address stated on the first page of this Subscription Agreement.

18. COUNTERPARTS AND ELECTRONIC MEANS

This Subscription Agreement may be executed in any number of counterparts,  each
of which,  when so executed and delivered,  shall constitute an original and all
of which together shall constitute one instrument.  Delivery of an executed copy
of this  Subscription  Agreement by electronic  facsimile  transmission or other
means of  electronic  communication  capable of producing a printed copy will be
deemed to be  execution  and delivery of this  Subscription  Agreement as of the
date hereinafter set forth.

                                       10
<PAGE>
                                  SCHEDULE "A"
                                 FORM OF WARRANT

                       THESE WARRANTS ARE NOT TRANSFERABLE

THESE  SECURITIES WERE ISSUED IN AN OFFSHORE  TRANSACTION TO PERSONS WHO ARE NOT
U.S.  PERSONS  (AS  DEFINED  IN  REGULATION  S UNDER THE 1933 ACT)  PURSUANT  TO
REGULATION S UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED (THE
"1933  ACT").  ACCORDINGLY,  NONE OF THE  SECURITIES  TO WHICH THIS  CERTIFICATE
RELATES HAVE BEEN  REGISTERED  UNDER THE 1933 ACT, OR ANY U.S. STATE  SECURITIES
LAWS,  AND,  UNLESS SO  REGISTERED,  NONE MAY BE  OFFERED  OR SOLD IN THE UNITED
STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS  OF  REGULATION  S UNDER  THE  1933  ACT,  PURSUANT  TO AN  EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS.  IN ADDITION,  HEDGING
TRANSACTIONS  INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.

                                 ORGENESIS INC.
                  (FORMERLY BUSINESS OUTSOURCING SERVICES INC.)
                             (A Nevada Corporation)

                                NON-TRANSFERABLE
                               WARRANT CERTIFICATE

CERTIFICATE NO. 2011-__-__

NUMBER OF WARRANTS:                             RIGHT TO PURCHASE 500,000 SHARES
                   -------

      THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
   AT 4:30 P.M. (PACIFIC TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND
                CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE.

                    NON-TRANSFERABLE SHARE PURCHASE WARRANTS
                   TO PURCHASE COMMON SHARES OF ORGENESIS INC.

                  THE WARRANTS REPRESENTED BY THIS CERTIFICATE

This is to certify that, for value  received,_______________  of  ______________
(the  "HOLDER")  has the right to  purchase,  upon and  subject to the terms and
conditions  attached  hereto as Appendix "A" (the "TERMS AND  CONDITIONS")  from
January 27, 2012 to 4:30 p.m.  (Pacific  Time) on the Expiry Date (as defined in
the attached Terms and Conditions),  the number of fully paid and non-assessable
common  shares (the  "SHARES") of  Orgenesis  Inc.  (formerly  known as Business
Outsourcing Services Inc.) (the "COMPANY") set out above, by surrendering to the
Company,  at its offices at 34 Kibbutz  Galuyot  Street,  Tel Aviv 66550 Israel,
this Warrant  Certificate  with a  Subscription  in the form attached  hereto as
Appendix "B",  duly  completed and  executed,  and cash,  bank draft,  certified
cheque or money order in lawful money of the United  States of America,  payable
to the order of the Company in an amount equal to the  purchase  price per Share
multiplied  by the number of Shares being  purchased  (the  "AGGREGATE  PURCHASE
PRICE"). Subject to adjustment thereof in the events and in the manner set forth
in the Terms and  Conditions,  the  purchase  price per Share on the exercise of
each Non-Transferable  Share Purchase Warrant ("WARRANT") evidenced hereby shall
be US $1.00 per  Share.  Notwithstanding  any other  term of this  Warrant,  the
Holder must exercise  250,000 Warrants to purchase 250,000 Shares by the earlier
of the  following:  (i) twenty  Business Days after being notified in writing by
the Company  that the Company,  or an Israeli  subsidiary  of the  Company,  has
signed an agreement with a clinical center;  or (ii) the date that is six months
from issuance.  Notwithstanding any other term of this Warrant,  the Holder must

                                       11
<PAGE>
also exercise  250,000  Warrants to purchase 250,000 Shares twenty (20) Business
Days after the  Company  has  demonstrated  to the Holder or its agents that the
Company's technology has achieved feasibility of enhancement of cell propagation
capability.

These  Warrants are issued subject to the Terms and  Conditions,  and the Holder
may exercise the right to purchase  Shares only in accordance with the Terms and
Conditions.

Nothing  contained  herein or in the Terms and Conditions  will confer any right
upon the Holder or any other person to  subscribe  for or purchase any Shares at
any time  subsequent  to the Expiry  Date and from and after  such  time,  these
Warrants and all rights hereunder will be void and of no value.

IN WITNESS  WHEREOF  the  Company  has caused  this  Warrant  Certificate  to be
executed.

DATED at the City of  ____________,  in the  State of  _____________,  as of the
________ day of ____________, 2012.

ORGENESIS INC.

Per:
     --------------------------------------------------

     PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE HEREOF MUST BE
     LEGENDED AS FOLLOWS:

     "THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE
     NOT U.S.  PERSONS (AS DEFINED IN  REGULATION S UNDER THE 1933 ACT) PURSUANT
     TO REGULATION S UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED
     (THE  "1933  ACT").  ACCORDINGLY,  NONE OF THE  SECURITIES  TO  WHICH  THIS
     CERTIFICATE  RELATES HAVE BEEN  REGISTERED  UNDER THE 1933 ACT, OR ANY U.S.
     STATE  SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR
     SOLD IN THE UNITED  STATES OR,  DIRECTLY  OR  INDIRECTLY,  TO U.S.  PERSONS
     EXCEPT IN  ACCORDANCE  WITH THE  PROVISIONS  OF REGULATION S UNDER THE 1933
     ACT,  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  OR PURSUANT TO AN
     EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT  TO, THE  REGISTRATION
     REQUIREMENTS  OF THE  1933 ACT AND IN EACH  CASE  ONLY IN  ACCORDANCE  WITH
     APPLICABLE  STATE  SECURITIES  LAWS.  IN  ADDITION,   HEDGING  TRANSACTIONS
     INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
     1933 ACT."

                                       12
<PAGE>
                                  APPENDIX "A"

TERMS AND CONDITIONS dated as of , 2012 (the "Terms and  Conditions"),  attached
to the Non-Transferable Share Purchase Warrants issued by Orgenesis Inc.

1. DEFINITIONS

In these Terms and  Conditions,  unless there is something in the subject matter
or context inconsistent therewith:

     (a)  "Business Days" means any day other than a Saturday,  Sunday, or a day
          on which banking institutions in the State of Nevada are authorized or
          obligated by law or executive order to close.

     (b)  "Company" means Orgenesis Inc., a Nevada  corporation.  If a successor
          corporation  will  have  become  such as a  result  of  consolidation,
          amalgamation  or  merger  with  or  into  any  other   corporation  or
          corporations,  or as a result of the  conveyance or transfer of all or
          substantially  all of the  properties and estates of the Company as an
          entirety to any other  corporation and thereafter  "Company" will mean
          such successor corporation;

     (c)  "Company's  Auditors"  means an independent  firm of accountants  duly
          appointed as auditors of the Company;

     (d)  "Exercise  Price" means US $1.00 per Share,  subject to  adjustment as
          provided in the Terms and Conditions;

     (e)  "Expiry Date" means January 27, 2015;

     (f)  "herein",  "hereby" and similar  expressions  refer to these Terms and
          Conditions  as the same may be amended or modified  from time to time;
          and  the  expression  "Section"  followed  by a  number  refer  to the
          specified Section of these Terms and Conditions;

     (g)  "person" means an individual, corporation, partnership, trustee or any
          unincorporated organization and words importing persons have a similar
          meaning;

     (h)  "Holder" or "Holders"  means the holder of the Warrants and its heirs,
          executors,  administrators,   successors,  legal  representatives  and
          assigns;

     (i)  "Shares"  means  the  shares  of common  stock in the  capital  of the
          Company as  constituted  at the date  hereof and any shares  resulting
          from any  subdivision  or  consolidation  of such shares,  issued upon
          exercise of the Warrants;

     (j)  "Warrants" means the  Non-Transferable  Share Purchase Warrants of the
          Company  issued  and  presently  authorized  and  for the  time  being
          outstanding; and

     (k)  "1933 Act" means the United States Securities Act of 1933.

2. INTERPRETATION

The division of these Terms and  Conditions  into  sections and the insertion of
headings  are for  convenience  of  reference  only and  shall  not  affect  the
construction  or  interpretation  thereof.  Words  importing the singular number
include  the plural  and vice versa and words  importing  the  masculine  gender
include the feminine and neuter genders.

                                       13
<PAGE>
3. APPLICABLE LAW

The rights and  restrictions  attached to the  Warrants  shall be  construed  in
accordance with the laws of the State of Nevada.

4. ADDITIONAL ISSUANCES OF SECURITIES

The  Company  may at any time and from  time to time do  further  equity or debt
financing and may issue additional  shares,  warrants,  convertible  securities,
stock options or similar rights to purchase shares of its capital stock.

5. REPLACEMENT OF LOST WARRANTS

5.1 In case this Warrant Certificate shall become mutilated,  lost, destroyed or
stolen,  the  Company  in its  discretion  may issue and  deliver a new  Warrant
Certificate  of like date and tenure as the one  mutilated,  lost,  destroyed or
stolen,  in exchange for and in place of and upon cancellation of such mutilated
Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed
or stolen Warrant  Certificate and the substituted  Warrant Certificate shall be
entitled to all benefits hereunder and rank equally in accordance with its terms
with all other Warrants issued or to be issued by the Company.

5.2 The applicant  for the issue of a new Warrant  Certificate  pursuant  hereto
shall bear the cost of the issue  thereof  and in case of loss,  destruction  or
theft  shall  furnish  to  the  Company  evidence  of  ownership  and  of  loss,
destruction or theft of the Warrant Certificate so lost,  destroyed or stolen as
shall be  satisfactory  to the Company and its transfer agent in accordance with
its usual  policies and  procedures  and such  applicant may also be required to
furnish  indemnity  in the amount and form  satisfactory  to the Company and its
transfer agent in accordance with its usual policies and  procedures,  and shall
pay the reasonable charges of the Company in connection therewith.

6. WARRANT HOLDER NOT A SHAREHOLDER

The  holding  of a  Warrant  Certificate  will not  constitute  the  Holder as a
shareholder  of the Company,  nor entitle the Holder to any right or interest in
respect  thereof except as is expressly  provided in the Warrant  Certificate or
these Terms and Conditions.

7. PIGGYBACK REGISTRATION

7.1  Registration  Statement.  If the  Company  decides  to file a  registration
statement  (the  "Registration  Statement")  under  the  1933 Act  covering  the
distribution  or sale of any  securities  of the  Company  other than the Shares
issuable on exercise of the Warrants (other than a registration on Form S-8), it
shall forthwith give written notice (the  "Registration  Notice") to the Holders
of such decision.  The Holders shall have the right to elect,  by written notice
(the  "Reply to  Registration  Notice") to be given to the Company not more than
five (5) business days following receipt of the Registration Notice, to have the
Registration Statement cover the sale of the Shares by the Holders.

7.2 The  obligations of the Company under this Agreement  shall terminate and be
of no further effect upon the earliest to occur of the following:

     (a)  when all  Shares  shall  have been sold  pursuant  to Rule 144 (or any
          successor provision) under the 1933 Act;

     (b)  when all  Shares  shall  have  been  otherwise  transferred  and a new
          certificate(s)  for such  Shares  not  bearing  a  legend  restricting
          further transfer shall have been delivered by The Company; and

     (c)  that day that is two (2) years following the issue date of the last of
          the Shares issued upon exercise of the Warrants.

7.3 In the event of a registration pursuant to the provisions of this Agreement,
the Company  shall use its best efforts to cause the Shares so  registered to be
registered or qualified  for sale under the  securities or blue sky laws of such
jurisdictions as the Holders may reasonably request; provided, however, that The
Company  shall not by reason of this  Agreement  be  required  to  qualify to do
business  in any state in which it is not  otherwise  required  to qualify to do
business or to file a general consent to service of process.

7.4  The  Company  shall  keep  effective  any   registration  or  qualification
contemplated  by this  Agreement and shall from time to time amend or supplement
each  applicable   registration   statement,   preliminary   prospectus,   final
prospectus,  application, document, and communication for such period of time as
shall be required  to permit the  Holders to complete  the offer and sale of the
Shares covered thereby.

8. WARRANTS NOT TRANSFERABLE

The Warrants and all rights attached thereto are not transferable.

9. NOTICE TO HOLDERS

Any notice  required or  permitted  to be given to the Holder will be in writing
and may be given by prepaid registered post,  electronic facsimile  transmission
or other means of electronic  communication  capable of producing a printed copy
to the address of the Holder  appearing  on the Warrant  Certificate  or to such
other address as any Holder may specify by notice in writing to the Company, and
any such notice will be deemed to have been given and  received by the Holder to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic  communication,  on successful transmission,
or, if delivered, on delivery; but if at the time of mailing or between the time
of mailing and the third Business Day thereafter there is a strike,  lockout, or
other labour disturbance  affecting postal service,  then the notice will not be
effectively given until actually delivered.

10. NOTICE TO THE COMPANY

Any notice  required or  permitted to be given to the Company will be in writing
and may be given by prepaid registered post,  electronic facsimile  transmission
or other means of electronic  communication  capable of producing a printed copy
to the  address of the  Company  set forth  below or such  other  address as the
Company may specify by notice in writing to the Holder, and any such notice will
be  deemed  to have  been  given  and  received  by the  Company  to whom it was
addressed  if mailed,  on the third day  following  the mailing  thereof,  if by
facsimile or other electronic communication,  on successful transmission, or, if
delivered,  on  delivery;  but if at the time or mailing or between  the time of
mailing and the third Business Day  thereafter  there is a strike,  lockout,  or
other labour disturbance  affecting postal service,  then the notice will not be
effectively given until actually delivered:

     Orgenesis Inc.
     34 Kibbutz Galuyot Street
     Tel Aviv 66550
     Israel
     Attention: President
     Email.: pbd-v@zahav.net.il

11. METHOD OF EXERCISE OF WARRANTS

The right to purchase  Shares  conferred by the Warrants may be exercised by the
Holder of such Warrant by surrendering it to the Company,  with a duly completed
and executed  subscription  in the form attached as Appendix "B" and cash,  bank
draft, certified cheque or money order payable to or to the order of the Company
for the Aggregate  Purchase  Price  subscribed for in lawful money of the United
States of America.

                                       14
<PAGE>
12. EFFECT OF EXERCISE OF WARRANTS

12.1 Upon surrender and payment as aforesaid, the Shares so subscribed for shall
be deemed to have been issued and such Holder shall be deemed to have become the
holder (or holders) of record of such Shares on the date of such  surrender  and
payment and such Shares shall be issued at the  Exercise  Price in effect on the
date of such surrender and payment.

12.2 Within ten Business  Days after  surrender  and payment as  aforesaid,  the
Company shall  forthwith cause to be delivered to the person or persons in whose
name or names the Shares so subscribed for are to be issued as specified in such
subscription  or  mailed  to him or them at his or  their  respective  addresses
specified  in  such   subscription,   a  certificate  or  certificates  for  the
appropriate number of Shares not exceeding those which the Holder is entitled to
purchase pursuant to the Warrant surrendered.

13. SUBSCRIPTION FOR LESS THAN ENTITLEMENT

The Holder of any Warrant may subscribe for and purchase a number of Shares less
than the number  which he is entitled to  purchase  pursuant to the  surrendered
Warrant. In the event of any purchase of a number of Shares less than the number
which can be purchase pursuant to a Warrant,  the Holder, upon exercise thereof,
shall be entitled to receive a new Warrant Certificate in respect of the balance
of the Shares  which he was  entitled  to purchase  pursuant to the  surrendered
Warrant Certificate and which were not then purchased.

14. WARRANTS FOR FRACTIONS OF SHARES

To the extent  that the  Holder of any  Warrant  is  entitled  to receive on the
exercise or partial  exercise  thereof a fraction of a Share,  such right may be
exercised in respect of such fraction only in combination  with another  Warrant
or other Warrants  which in the aggregate  entitle the Holder to receive a whole
number of such Shares.

15. EXPIRATION OF WARRANTS

After the  expiration of the period within which a Warrant is  exercisable,  all
rights  thereunder  shall wholly cease and terminate and such Warrants  shall be
void and of no further force and effect.

16. ADJUSTMENT OF EXERCISE PRICE

The Exercise Price and the number of Common Shares deliverable upon the exercise
of the Warrants  shall be subject to  adjustment  in the event and in the manner
following:

16.1 If and whenever the Shares at any time outstanding shall be subdivided into
a greater or  consolidated  into a lesser number of Shares,  the Exercise  Price
shall be decreased or  increased  proportionately,  as the case may be, and upon
any such subdivision or consolidation, the number of Shares deliverable upon the
exercise of the Warrants shall be increased or decreased proportionately, as the
case may be.

16.2 In case of any capital  reorganization  or of any  reclassification  of the
capital of the Company or in case of the  consolidation,  merger or amalgamation
of the  Company  with or into any other  company or of the sale of the assets of
the Company as or  substantially  as an entirety or of any other  company,  each
Warrant shall, after such capital  reorganization,  reclassification of capital,
consolidation,  merger,  amalgamation or sale, confer the right to purchase that
number  of shares or other  securities  or  property  of the  Company  or of the
company   resulting   from  such   capital   reorganization,   reclassification,
consolidation,  merger, amalgamation or to which such sale shall be made, as the
case may be, to which the Holder of the shares  deliverable  at the time of such
capital  reorganization,  reclassification  of capital,  consolidation,  merger,
amalgamation or sale had the Warrants been  exercised,  would have been entitled
on  such  capital  reorganization,   reclassification,   consolidation,  merger,
amalgamation or sale and in any such case, if necessary, appropriate adjustments
shall be made in the  application  of the provisions set forth in Sections 12 to
19 hereof with respect to the rights and interest  thereafter  of the Holders of
the  Warrants  to the end that the  provisions  set forth in  Sections  12 to 19
hereof shall  thereafter  correspondingly  be made  applicable  as nearly as may

                                       15
<PAGE>
reasonable be expected in relation to any shares or other securities or property
thereafter  deliverable  on the exercise of the  Warrants.  The  subdivision  or
consolidation  of the  Shares at any time  outstanding  into a greater or lesser
number of Shares (whether with or without par value) shall not be deemed to be a
capital  reorganization or a reclassification  of the capital of the Company for
the purposes of this Section 16(b).

16.3 The  adjustments  provided  for in this Section 16 pursuant to any Warrants
are cumulative .and will become effective immediately after the record date for,
or, if no record date is fixed,  the effective  date, of the event which results
in such adjustments.

17. DETERMINATION OF ADJUSTMENTS

If any questions  shall at any time arise with respect to the Exercise  Price or
any  adjustments  provided  for  in  this  Warrant,   such  questions  shall  be
conclusively  determined by the Company's  Auditors,  from time to time,  or, if
they decline to so act, any other firm of chartered accountants that the Company
may  designate  and who shall have  access to all  appropriate  records and such
determination shall be binding upon the Company and the Holders.

18. COVENANTS OF THE COMPANY

The Company  will reserve and there will remain  unissued out of its  authorized
capital a sufficient number of Shares to satisfy the rights of purchase provided
for in the  Warrants  should the Holders of all the  Warrants  from time to time
outstanding  determine  to exercise  such rights in respect of all Shares  which
they are or may be entitled to purchase pursuant thereto.

19. IMMUNITY OF SHAREHOLDERS, ETC.

The Holder hereby  waives and releases any right,  cause of action or remedy now
or hereafter  existing in any jurisdiction  against any past,  present or future
incorporator,  shareholder, director or officer (as such) of the Company for the
issue  of  Shares  pursuant  to  any  Warrant  or on  any  covenant,  agreement,
representation or warranty by the Company herein contained.

20. MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES

From time to time the Company may,  subject to the provisions of these presents,
and it  shall,  when so  directed  by these  presents,  modify  the  terms,  and
conditions hereof, for any one or more of any of the following purposes:

     (a)  making such provisions not  inconsistent  herewith as may be necessary
          or desirable with respect to matters or questions arising hereunder or
          for the purpose of obtaining a listing or quotation of the Warrants on
          any stock exchange or quotation system;

     (b)  adding  to or  altering  the  provisions  hereof  in  respect  of  the
          registration  and  transfer  of  Warrants  making  provisions  for the
          exchange  of  Warrants  of  different  denominations;  and  making any
          modification  in the form of the  Warrants  which  does not affect the
          substance thereof;

     (c)  for  any  other  purpose  not  inconsistent  with  the  terms  hereof,
          including  the  correction  or  recertification  of  any  ambiguities,
          defective provisions, errors or omissions herein; and

     (d)  to evidence any  successions of any  corporation and the assumption of
          any  successor  of the  covenants  of the  Company  herein  and in the
          Warrants contained as provided herein.

21. UNITED STATES RESTRICTIONS

These Warrants and the Shares  issuable upon the exercise of these Warrants have
not been and will not be  registered  under the 1933 Act as amended or any state
securities  laws.  These  Warrants may not be exercised in the United States (as
defined in Regulation S under the 1933 Act) unless these Warrants and the Shares
issuable upon exercise hereof have been  registered  under the 1933 Act, and any

                                       16
<PAGE>
applicable state  securities laws or unless an exemption from such  registration
is available.

DATED as of the date first above written in these Terms and Conditions.

ORGENESIS INC.


Per:
    --------------------------------------------------------------

                                       17
<PAGE>
                                  APPENDIX "B"

                                SUBSCRIPTION FORM

                 (ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS
                  REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)

TO:  ORGENESIS INC.
     34 Kibbutz Galuyot Street
     Tel Aviv 66550
     Israel

The  undersigned,   bearer  of  the  attached  Non-Transferable  Share  Purchase
Warrants,  hereby  subscribes  for  _____________  of shares of common  stock of
Orgenesis  Inc.  (the  "COMPANY")  referred to in the Warrants  according to the
conditions  thereof and herewith makes payment of the purchase price in full for
the said number of shares at the price of U.S.  $1.00 per share if  exercised on
or before 4:30 p.m.  (Pacific  Time) on the Expiry Date (as that term is defined
in the Terms and  Conditions  attached to the  Non-Transferable  Share  Purchase
Warrant).  Cash,  a  certified  cheque,  bank draft or money  order is  enclosed
herewith for such amount.

The undersigned  hereby directs that the shares hereby  subscribed for be issued
and delivered as follows:

Name(s) in Full               Address(es)                     Number of Shares

-------------------------   ------------------------------   -------------------

-------------------------   ------------------------------   -------------------

(Please print full names in which share certificates are to be issued. The Share
must be issued in the name of the Holder.)

DATED this ______ day of ___________________ , 20___ . (the "EXERCISE DATE")


--------------------------------           -------------------------------------
Witness                                    Signature

Please print your name and address in full

                                           Address
-------------------------------                   ------------------------------

                                           -------------------------------------

                              TERMS AND CONDITIONS

The Warrants are issued subject to the Terms and Conditions,  which are attached
to the Warrant Certificate delivered to the Holder.

                                       18
<PAGE>
                         REPRESENTATIONS AND WARRANTIES

The  undersigned  represents  and warrants that the  undersigned  is not a "U.S.
person", as such term is defined in Regulation S as promulgated under the United
States  Securities  Act  of  1933,  as at the  Exercise  Date.  The  undersigned
represents  and  warrants  that  the   representations  and  warranties  in  the
subscription  agreement between the undersigned and the Company dated the Holder
are true and correct as of the date of the Exercise Date.

                                     LEGENDS

The  certificates  representing  the  shares  acquired  on the  exercise  of the
Warrants will bear a legend in substantially the following form:

     "THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS
     NOT A U.S.  PERSON (AS DEFINED  HEREIN)  PURSUANT TO REGULATION S UNDER THE
     UNITED  STATES  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "1933  ACT").
     ACCORDINGLY,  NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE
     BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
     UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS
     DEFINED  HEREIN) OR,  DIRECTLY OR  INDIRECTLY,  TO U.S.  PERSONS  EXCEPT IN
     ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
     TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR
     IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE 1933
     ACT AND IN EACH CASE ONLY IN ACCORDANCE  WITH APPLICABLE  STATE  SECURITIES
     LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
     CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
     PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

                                       19