Exhibit 10.3

                          PERSONAL EMPLOYMENT AGREEMENT

THIS PERSONAL  EMPLOYMENT  AGREEMENT (the  "AGREEMENT") is made and entered into
this February 2, 2012 by and between  Orgenesis Ltd. (the "COMPANY"),  and Prof.
Sarah Ferber (the "EMPLOYEE").

WHEREAS,  the Company wishes to employ the Employee,  and the Employee wishes to
be employed by the Company, as of the Commencement Date (as such term is defined
hereunder); and

WHEREAS,  the parties desire to state the terms and conditions of the Employee's
employment by the Company, as set forth below.

NOW,  THEREFORE,  in consideration  of the mutual premises,  covenants and other
agreements contained herein, the parties hereby agree as follows:

GENERAL

1.   Position.  The Employee shall serve in the position described in SCHEDULE A
     attached  hereto.  The Employee shall report regularly and shall be subject
     to the direction and control of the Company's Chief Executive Officer.  The
     Employee  shall  perform  her  duties  diligently,  conscientiously  and in
     furtherance  of best  interests  of the  Company and the  Company's  parent
     corporation,  Business  Outsourcing Service Inc. (the "PARENT COMPANY") and
     their success in accordance with the instructions of the Company's Board of
     Directors.  The  Employee  agrees and  undertakes  to inform  the  Company,
     immediately  after becoming aware of any matter that may in any way raise a
     conflict  of interest  between the  Employee  and the  Company.  During her
     employment  by the  Company,  the  Employee  shall not receive any payment,
     compensation  or benefit  from any third party in  connection,  directly or
     indirectly,   with  her   position  in  the  Company;   provided   however,
     notwithstanding  anything to the contrary herein, it is hereby acknowledged
     that the Employee is and shall continue to be employed by the Sheba Medical
     Center and to lecture at the Tel Aviv  University and that such  activities
     shall  not be deemed a breach of any of the  undertakings  of the  Employee
     hereunder.

2.   Scope of  Employment.  The Employee  will be employed on a part time basis.
     The Employee shall devote 50% of her entire  business time and attention to
     the business of the Company.  Other than the  Employee's  position at Sheba
     Medical Center and at the Tel Aviv University, Employee shall not undertake
     or accept any other paid or unpaid  employment  or  occupation or engage in
     any other  business  or  volunteer  endeavors  that will cause  Employee to
     breach her  undertakings or obligations to the Company  hereunder,  without
     the prior written consent of the Company.

3.   Employee's Undertakings, Representations and Warranties.

     3.1. The Employee  represents  and warrants that the execution and delivery
          of this  Agreement  and the  fulfillment  of its  terms:  (i) will not
          constitute  a default  under or conflict  with any  agreement or other
          instrument to which she is a party or by which she is bound;  and (ii)
          do not  require  the  consent of any person or entity.  Further,  with
          respect to any past  engagement of the Employee with third parties and
          with respect to any  permitted  engagement  of the  Employee  with any
          third party  during the term of her  engagement  with the Company (for
          purposes  hereof,  such third  parties  shall be referred to as "OTHER
          EMPLOYERS"),  the Employee  represents,  warrants and undertakes that:
          (a) her engagement with the Company is and/or will not be in breach of
          any of her undertakings  toward Other Employers,  and (b) she will not
          disclose to the Company,  nor use, in provision of any services to the
          Company, any proprietary or confidential  information belonging to any
          Other Employer.

     3.2. The Employee  acknowledges and agrees that all information  technology
          systems of the Company to which she shall have access are the sole and
          exclusive  property of the Company,  and that all such systems are and
          shall  be  monitored  by the  Company  regularly,  at its  discretion.
          Employee understands,  acknowledges and agrees that she should have no
          expectation of privacy in her use of such systems.
<PAGE>
TERM AND TERMINATION OF EMPLOYMENT

4.   Term. The  Employee's  employment by the Company shall commence on the date
     set forth in SCHEDULE A (the "COMMENCEMENT DATE"), and shall continue until
     it is terminated pursuant to the terms set forth herein.

5.   Termination at Will. Either party may terminate the employment relationship
     hereunder at any time by giving the other party a prior  written  notice as
     set forth in SCHEDULE A (the "NOTICE PERIOD"),  provided, however, that the
     Company may not terminate the  employment of the Employee prior to the full
     vesting of the options detailed in Schedule A. It is clarified that, if the
     Company is entitled to terminate the employment hereunder, it may terminate
     the employment  relationship with immediate effect upon a written notice to
     Employee  and payment to the  Employee  of a one time  amount  equal to the
     Salary to which the  Employee  would have been  entitled  during the Notice
     Period, in lieu of such prior notice. In addition,  upon termination of the
     employment by the Company the Company undertakes, following the termination
     of the employment relations,  to engage the employee as a consultant to the
     Company,  for a period of nine (9) month,  with  monthly  fees equal to the
     cost of employment hereunder and scope of services as shall be requested by
     the Company from time to time, up to the scope of engagement hereunder. For
     the avoidance of doubt, the consulting fees will be payable to the Employee
     even if the Company decides not to use her services.

6.   Termination for Cause. The Company may immediately terminate the employment
     relationship for Cause,  and such termination  shall be effective as of the
     time of notice of the  same.  "CAUSE"  means  (a) any  willful  failure  to
     perform or willful  failure to  perform  competently  any of the  Company's
     instructions  or any of the  Employee's  fundamental  functions  or  duties
     hereunder  which was not cured within 14 days following the delivery by the
     Company of a written notice thereof;  (b) engagement in willful  misconduct
     or acting in bad faith  with  respect  to the  Company  which was not cured
     within 14 days  following  the delivery by the Company of a written  notice
     thereof; or (c) conviction of a felony involving moral turpitude.

7.   Notice  Period;  End of  Relations.  During  the  Notice  Period and unless
     otherwise  determined  by the Company in a written  notice to the Employee,
     the  employment  relationship  hereunder  shall  remain  in full  force and
     effect,  the  Employee  shall be  obligated  to continue to  discharge  and
     perform all of her duties and  obligations  with Company,  and the Employee
     shall   cooperate  with  the  Company  and  assist  the  Company  with  the
     integration  into the Company of the person who will assume the  Employee's
     responsibilities.

COVENANTS

8.   Proprietary Information;  Assignment of Inventions and Non-Competition.  By
     executing  this Agreement and in partial  consideration  for the Salary (as
     such term is defined  hereunder),  the Employee  confirms and agrees to the
     provisions  of  the  Company's  Proprietary   Information,   Assignment  of
     Inventions and Non-Competition Agreement attached as SCHEDULE B hereto.

SALARY AND ADDITIONAL COMPENSATION; INSURANCE; ADVANCED STUDY FUND

9.   Salary.  The  Company  shall pay to the  Employee as  compensation  for the
     employment  services a salary in the gross  amount set forth in  SCHEDULE A
     (the  "SALARY").  Except as  specifically  set  forth  herein,  the  Salary
     includes any and all  payments to which the  Employee is entitled  from the
     Company  hereunder and under any applicable  law,  regulation or agreement.
     The Salary is to be paid to the Employee in  accordance  with the Company's
     normal and  reasonable  payroll  practices,  after  deduction of applicable
     taxes and like payments.

10.  Position of Trust. The Employee agrees that Employee's position is one that
     requires a special  measure of personal trust and loyalty.  Therefore,  the
     provisions  of the Hours of Work and Rest  Law-1951  shall not apply to the
     Employee and the  Employee  shall not be entitled to any  compensation  for
     working  more than the  maximum  number of hours per week set forth in such
     Law in addition to the compensation set forth in this Section 10.
<PAGE>
11.  Manager's Insurance

     11.1.The  Company  shall  contribute  at the end of each  month  during the
          employment of Employee hereunder, an aggregate amount equal to 13-1/3%
          of the Salary for the preceding month to a Managers Insurance (Bituach
          Menahalim)  policy  (the  "POLICY")  or  14-1/3%  of the  Salary  to a
          comprehensive  pension plan ("PENSION  PLAN"),  as shall be decided by
          the Employee,  through an agency to be selected by the Company,  to be
          divided as follows:  (i) 8 1/3% towards  severance pay (the "COMPANY'S
          SEVERANCE CONTRIBUTION"); and (ii) either (a) in the case of a Policy,
          5% toward provident (compensation)  payments,  subject to deduction of
          5% from the Employee's Salary as detailed below; or (b) in the case of
          a Pension Plan, 6% toward provident (compensation)  payments,  subject
          to deduction of 5.5% from the Employee's Salary, as detailed below. In
          case the employee chooses a Policy, the Company shall pay a percentage
          of the Salary  required  in order to insure 75% of the Salary  (and in
          any event no more than 2.5% of the  Salary)  towards  loss of  working
          capacity  disability  insurance  pursuant to the Company's  disability
          insurance.  The Employee agrees that the Company shall deduct from the
          Salary an amount equal to 5% or 5.5% of the Salary, as applicable, for
          the preceding  month,  and shall pay such amount as premium payable in
          respect  of the  provident  compensation  component  of  Policy or the
          Pension Plan, as the case may be. In the event the Employee  elects to
          be insured  under a combination  of the Policy and Pension  Plan,  the
          Employee may determine the allocation  between the two, provided that,
          in any event the Company's  contributions  will not exceed the maximum
          amounts set forth above.

     11.2.The Company  undertakes to transfer the Policy or the Pension Plan, as
          applicable, to the Employee within a reasonable time after termination
          of the Employee's  employment with the Company,  whether terminated by
          the Company or the Employee.

     11.3.The  Company's  Severance   Contributions  will  be  in  lieu  of  the
          severance  pay that the  Employee  will be entitled to in the event of
          her  termination,  all in accordance with the provisions of Section 14
          of the Severance Pay Law, 5723-1963.  The Employee's signature on this
          Agreement  represents the Employee's  agreement to the content of this
          section.  The  Company  waives in advance any right it may have in the
          future for the return of the Company's Severance Contributions, or any
          of them, unless:

          11.3.1. The Employee's entitlement for severance pay has been deprived
               by a judgment,  under the  provisions of sections 16 or 17 of the
               Severance Pay Law, 5723-1963,  and as long as it was so deprived;
               or

          11.3.2. The  employee  has  withdrawn  monies  from the  Policy or the
               Pension  Plan,  as  applicable,  not in  circumstances  of death,
               disability or retirement at the age of 60 or more.

                  A copy of the Order and  Confirmation  Regarding  Payments  of
                  Employers  to the Policy and Pension Plan instead of Severance
                  Pay is attached as SCHEDULE C to this Agreement.

     11.4.The  Company's  contribution  to the Policy or the  Pension  Plan,  as
          applicable,  shall be calculated  solely based on the Salary,  and the
          Employee's  entitlement  to severance pay, if any, shall be calculated
          solely based on the Salary and no other  payment,  right or benefit to
          which the Employee is entitled under this Agreement or by law shall be
          taken into account in such calculations.

12.  Further  Education  Fund.  The  Company  together  with the  Employee  will
     maintain a Further  Education Fund ("KEREN  HISHTALMUT").  Each month,  the
     Company shall contribute to such fund an amount equal to 7.5% of the Salary
     and the Employee  shall  contribute to such fund an amount equal to 2.5% of
     the Salary.  All of the Employee's  aforementioned  contributions  shall be
     transferred  to the fund by the Company by deducting such amounts from each
     monthly Salary  payment.  Notwithstanding  the aforesaid,  the Employee may
     instruct the Company in writing to  contribute to such fund only the amount
     that is tax exempted and to increase the Salary (and all related  payments)
     proportionately  such that the  aggregate  cost to the Company for payments
     made by it to the  Employee  shall  remain the same as if the  Company  was
     contributing the full amount to such fund.
<PAGE>
ADDITIONAL BENEFITS

13.  Expenses.  The Company will  reimburse  the Employee for business  expenses
     borne by the Employee,  provided that such expenses were expressly approved
     in advance by the  Company,  and against  valid  invoices  furnished by the
     Employee to the Company.

14.  Vacation.  The  Employee  shall be entitled to the number of paid  vacation
     days  during  each  year as set forth in  SCHEDULE  A, to be taken at times
     subject to the  reasonable  approval of the  Company.  Up to such number of
     unused vacation days as set forth in SCHEDULE A may be carried forward from
     one year to the next and any such  carried  unused  vacation  day  shall be
     forfeited  without any payment at the end of the second year.  The Employee
     shall not receive  payment in lieu of any accrued and unused vacation days,
     except in the context of her termination in accordance with applicable law.

15.  Sick Leave; Recuperation Pay. The Employee shall be entitled to that number
     of paid sick leave per year as set forth in SCHEDULE A (with unused days to
     be accumulated up to the limit set pursuant to applicable law), and also to
     Recuperation Pay ("DMEI HAVRA'A") pursuant to applicable law.

16.  Additional Benefits.  The Employee shall be entitled to additional benefits
     as set forth in SCHEDULE A.

MISCELLANEOUS

17.  The laws of the State of Israel shall apply to this  Agreement and the sole
     and  exclusive  place of  jurisdiction  in any matter  arising out of or in
     connection with this Agreement shall be the Tel-Aviv  Regional Labor Court.
     The  provisions  of this  Agreement  are in lieu of the  provisions  of any
     collective  bargaining agreement,  and therefore,  no collective bargaining
     agreement shall apply with respect to the relationship  between the parties
     hereto (subject to the applicable provisions of law). No failure,  delay of
     forbearance  of either  party in  exercising  any power or right  hereunder
     shall in any way restrict or diminish such party's  rights and powers under
     this Agreement,  or operate as a waiver of any breach or  nonperformance by
     either party of any terms of  conditions  hereof.  In the event it shall be
     determined  under any applicable law that a certain  provision set forth in
     this Agreement is invalid or unenforceable,  such  determination  shall not
     affect the  remaining  provisions  of this  Agreement  unless the  business
     purpose of this Agreement is substantially  frustrated thereby. The preface
     and schedules to this Agreement constitute an integral and indivisible part
     hereof. This Agreement  constitutes the entire  understanding and agreement
     between  the  parties  hereto,  supersedes  any and all prior  discussions,
     agreements and correspondence with regard to the subject matter hereof, and
     may not be amended,  modified or supplemented  in any respect,  except by a
     subsequent   writing   executed  by  both  parties  hereto.   The  Employee
     acknowledges  and confirms that all terms of the Employee's  employment are
     personal and  confidential,  and undertakes to keep such term in confidence
     and refrain from disclosing such terms to any third party.

     IN WITNESS  WHEREOF the parties  have signed this  Agreement as of the date
first hereinabove set forth.

ORGENESIS LTD.                                     /s/ Prof Sarah Ferber
                                                   -----------------------------
By: /s/ Vered Caplan                               Prof. Sarah Ferber
   -----------------------------

Title:
      --------------------------
<PAGE>
                                   SCHEDULE A

1. Name of Employee:             Prof. Sarah Ferber

2. ID No. of Employee:           67278234

3. Address of Employee:          17B Hahaskala Street, Tel Aviv

4. Position in the Company:      Chief Scientific Officer of the Company leading
                                 the Company's research and development.

5. Commencement Date:            February 2, 2012

6. Notice Period:                4 months

7. Salary:                       Gross  amount of NIS  36,000.  Upon the  Parent
                                 company   consummating   one  or  more   equity
                                 financings  pursuant  to which it  receives  an
                                 aggregate  of at least  $1,000,000,  the Salary
                                 shall be  increased  to a gross  amount  of NIS
                                 72,000,  without any change to the scope of the
                                 employment.

8. Vacation Days Per Year:       20 days

9. Maximum Accumulated Vacation
   Days                          90 days may be accumulated from prior years

10. Sick Leave Days Per Year:    In accordance  with  applicable law

11. Options:                     As set forth in Schedule 1.

12. Travel Expenses:             NIS 1,500 per  month.  Any travel  expenses  of
                                 Employee    outside   of   Israel   that   were
                                 pre-approved by the Company shall be reimbursed
                                 in full.

13. Phone Expenses:              The Company  shall  provide the Employee with a
                                 cellular  phone and bear all related  expenses.
                                 (up to a cap of NIS $1,500 per month).
<PAGE>
                                   Schedule 1

     Subject to the approval of the board of directors of the Parent  Company of
an Employee Stock Option Plan,  with such terms and conditions as such board may
approve in its sole  discretion (the "PLAN") and of the grant of the Options (as
defined  below),  in its sole  discretion,  the  Parent  Company  will grant the
Employee  options (the "OPTION") under the Capital Gains Track of Section 102 of
the Israeli Tax Ordinance,  with the following terms and conditions,  subject to
the  provisions of the Plan and to Employee  signing on the Company's  customary
Option  Agreement  and any and all other  documents  the Company may request its
employees to sign in connection with option grants:

1. Number of Shares subject to Option:   2,781,905 shares of common stock of the
                                         Company,  par value $0.001 each (as may
                                         be adjusted due to stock split, reverse
                                         stock split and the like).

2. Exercise Price:                       Equal to the par  value  of the  Parent
                                         Company's  common  stock,  with a total
                                         purchase price of $2,781.905.

3. Vesting:                              The Option  will vest  monthly  over 12
                                         months from the date hereof.

4. Miscellaneous:                        Any Option (whether vested or unvested)
                                         that was not exercised into shares will
                                         expire    90   days    following    the
                                         termination  of  Employee's  employment
                                         with   the   Company    (unless    such
                                         termination was for Cause in which case
                                         they shall expire immediately upon such
                                         termination),  all as  detailed  in the
                                         Plan.

5. Tax:                                  All tax  consequences  arising from the
                                         grant,  exercise  of the Options or the
                                         payment  of the  exercise  price of the
                                         Options  covered thereby shall be borne
                                         solely by the  Employee and the Company
                                         shall withhold  taxes  according to the
                                         requirements under the applicable laws,
                                         rules,   and   regulations,   including
                                         withholding taxes at source.
<PAGE>
                                   SCHEDULE B

Name of Employee:    Prof. Sarah Ferber

ID No. of Employee:  67278234

GENERAL

1.   Capitalized  terms herein  shall have the meanings  ascribed to them in the
     Personal  Employment  Agreement  to which this  Schedule is  attached  (the
     "AGREEMENT").  For purposes of any  undertaking of the Employee  toward the
     Company,  the term  "Company" as used in this  Schedule  shall  include the
     Parent Company and any  subsidiaries  and affiliates of each of the Company
     and the Parent Company. The Employee's  obligations and representations and
     the Company's rights under this Schedule shall apply as of the Commencement
     Date, regardless of the date of execution of the Agreement.

CONFIDENTIALITY; PROPRIETARY INFORMATION

2.   "PROPRIETARY  INFORMATION" means  confidential and proprietary  information
     concerning the business and financial activities of the Company, (including
     without limitation patents, patent applications, trademarks, copyrights and
     other  intellectual   property,  and  information  relating  to  the  same,
     technologies  and  products  (actual  or  planned),  know how,  inventions,
     research  and  development  activities,   inventions,   trade  secrets  and
     industrial secrets, and also confidential  commercial information including
     investments,  investors,  employees, customers, suppliers, marketing plans,
     etc.), whether documentary, written, oral, computer generated, or any other
     form fixed or unfixed.  For clarity and  without  limiting  the  foregoing,
     Proprietary  Information  may be provided to the  Employee by the  Company;
     additionally,  Proprietary  Information  may arise from the services of the
     Employee under the Agreement.  Proprietary  Information  shall also include
     information of the same nature which the Company may obtain or receive from
     third parties,  and it includes Company Inventions (as such term is defined
     hereunder).

3.   Proprietary Information shall not include information that (i) was known to
     Employee prior to Employee's  association with the Company, as evidenced by
     written  records;  (ii) is or shall  become  part of the  public  knowledge
     except  as a result of the  breach of the  Agreement  or this  Schedule  by
     Employee;   or  (iii)  is  or  becomes  available  to  the  Employee  on  a
     non-confidential  basis from a source  other than the  Company,  unless the
     Employee  knows or should  reasonably  know that such source is  prohibited
     from disclosing the information to the Employee by a contractual, fiduciary
     or other legal obligation to the Company.  Notwithstanding  anything to the
     contrary  herein,  any  information  obtained by the Employee in connection
     with the  services she  provides to the Sheba  Medical  Center shall not be
     subject to the provisions of Sections 2 - 6 herein, but shall be subject to
     the terms and conditions of Employee's agreement with Sheba Medical Center.

4.   Employee recognizes that the Company received and will receive confidential
     or proprietary  information  from third  parties,  subject to a duty on the
     Company's part to maintain the  confidentiality  of such information and to
     use it only for certain limited  purposes.  In connection with such duties,
     such information shall be deemed Proprietary Information hereunder, MUTATIS
     MUTANDIS.

5.   Employee  agrees  that all  Proprietary  Information,  which  includes  all
     patents,  trademarks,   copyrights  and  other  intellectual  property  and
     ownership rights in connection therewith, shall be the sole property of the
     Company its  subsidiaries  and their assigns (except as expressly  provided
     herein).  At all times,  both during the employment  relationship and after
     the termination of the engagement  between the parties,  Employee will keep
     in confidence and trust all  Proprietary  Information,  and will not use or
     disclose any Proprietary Information or anything relating to it without the
<PAGE>
     written  consent  of the  Company  or its  subsidiaries,  except  as may be
     necessary in the ordinary course of performing  Employee's duties under the
     Agreement.

6.   Upon termination of Employee's  engagement with the Company,  Employee will
     promptly  deliver to the Company all  documents and materials of any nature
     pertaining to  Employee's  engagement  with the Company,  and will not take
     with her any  documents  or  materials  or copies  thereof  containing  any
     Proprietary Information.

DISCLOSURE AND ASSIGNMENT OF INVENTIONS

7.   "INVENTIONS" means any and all inventions, improvements, designs, concepts,
     techniques, methods, systems, processes, know how, works, computer software
     programs,   databases,  mask  works  and  trade  secrets,  whether  or  not
     patentable,   copyrightable  or  protectable  as  trade  secrets;  "COMPANY
     INVENTIONS"  means  any  Inventions  that  are made or  conceived  or first
     reduced to practice or created by Employee,  whether  alone or jointly with
     others,  during the period of Employee's  engagement with the Company,  and
     which  are:  (i)  developed  using  equipment,   supplies,   facilities  or
     Proprietary  Information of the Company, (ii) result from work performed by
     Employee for the Company,  or (iii) related to the field of business of the
     Company, or to current or anticipated research and development.

8.   Employee  undertakes and covenants she will promptly disclose in confidence
     to the Company all Company  Inventions.  The Employee agrees and undertakes
     not to disclose to the Company any  confidential  information  of any third
     party and, in the framework of her  employment by the Company,  not to make
     any use of any  intellectual  property  rights of any third party except as
     expressly directed by the Company,  or without the prior written consent of
     the Company .

9.   Employee hereby irrevocably transfers and assigns to the Company all right,
     title and interest in and to all rights in any Company  Invention,  and any
     and all moral  rights  that she may have in or with  respect to any Company
     Invention;  provided however that notwithstanding  anything to the contrary
     herein,  the ownership of all  Inventions  shall be as set forth under that
     certain  License   Agreement  between  Tel  Hashomer  -  Medical  Research,
     Infrastructure  and Services  Ltd.,  and the Company dated February 2, 2011
     (the "LICENSE AGREEMENT").

10.  Employee agrees to assist the Company, subject to the License Agreement and
     at the Company's expense, in every proper way to obtain for the Company and
     enforce patents,  copyrights, mask work rights, and other legal protections
     for  the  Company's  rights  in  the  Company  Inventions  in any  and  all
     countries.  Employee  will  execute  any  documents  that the  Company  may
     reasonably  request  for  use  in  obtaining  or  enforcing  such  patents,
     copyrights,  mask work rights,  trade secrets and other legal  protections.
     Such  obligation  shall  continue  beyond  the  termination  of  Employee's
     engagement  with the Company.  Employee hereby  irrevocably  designates and
     appoints the Company and its  authorized  officers and agents as Employee's
     agent and  attorney  in fact,  coupled  with an  interest to act for and on
     Employee's  behalf and in Employee's stead to execute and file any document
     needed  to  apply  for or  prosecute  or  enforce  any  patent,  copyright,
     trademark, trade secret, any applications regarding same or any other right
     or protection  relating to any Proprietary  Information  (including Company
     Inventions)  that under this  Agreement  and the License  Agreement are the
     property of the Company,  and to do all other  lawfully  permitted  acts to
     further the Company's  rights with respect to the  prosecution and issuance
     and enforcement of patents,  copyrights,  trademarks,  trade secrets or any
     other  right  or  protection  of  the  Company's  rights  relating  to  any
     Proprietary  Information  (including  Company  Inventions)  that under this
     Agreement and the License  Agreement are the property of the Company,  with
     the same legal force and effect as if executed by Employee herself.

11.  Without  derogating  from the above,  the Employee shall not be entitled to
     any  monetary or other  consideration,  whether in the form of royalties or
     otherwise, with respect to the transfer and assignment contemplated herein,
     including the payment of any  consideration  pursuant to Section 134 of the
     Israeli  Patent Law,  1967,  and hereby waives any rights she may have with
     respect thereto.
<PAGE>
NON-COMPETITION

12.  In consideration of Employee's terms of employment hereunder, which include
     special  compensation  for her  undertakings  under this Section 12 and the
     following  Section  13, and in order to enable the  Company to  effectively
     protect its  Proprietary  Information,  Employee agrees and undertakes that
     she will not,  so long as the  Agreement  is in effect  and for a period of
     twelve (12) months following  termination of the Agreement,  for any reason
     whatsoever,  directly or indirectly, in any capacity whatsoever, engage in,
     become  financially  interested  in, be employed by, or have any connection
     with any  business or venture that is engaged in any  activities  competing
     with the activities of the Company.

13.  Employee agrees and undertakes that during the employment  relationship and
     for a period of twelve (12) months following termination of this engagement
     for whatever reason,  Employee will not, directly or indirectly,  including
     personally or in any business in which Employee may be an officer, director
     or  shareholder,  solicit for  employment any person who is employed by the
     Company, or any person retained by the Company as a consultant,  advisor or
     the like who is subject to an  undertaking  towards  the Company to refrain
     from engagement in activities  competing with the activities of the Company
     (for purposes hereof, a "CONSULTANT"),  or was retained as an employee or a
     Consultant  during  the six  months  preceding  termination  of  Employee's
     employment with the Company.

     Notwithstanding  anything to the contrary herein, it is hereby acknowledged
     that the Employee is and shall continue to be employed by the Sheba Medical
     Center and to lecture at the Tel Aviv  University and that such  activities
     and any other  services  the  Employee  provides to  hospitals,  non-profit
     organizations  or in the world of academia  shall not be deemed a breach of
     any of the undertakings of the Employee  hereunder,  including  Sections 12
     and 13 above.

REASONABLENESS OF PROTECTIVE COVENANTS

14.  Insofar  as the  protective  covenants  set  forth  in  this  Schedule  are
     concerned,  Employee  specifically  acknowledges,  stipulates and agrees as
     follows:  (i) the  protective  covenants  are  reasonable  and necessary to
     protect the goodwill,  property and Proprietary Information of the Company,
     and the operations and business of the Company;  and (ii) the time duration
     of the  protective  covenants is  reasonable  and  necessary to protect the
     goodwill and the operations and business of Company,  and does not impose a
     greater  restrain  than is  necessary  to  protect  the  goodwill  or other
     business interests of the Company. Nevertheless, if any of the restrictions
     set forth in this  Schedule is found by a court having  jurisdiction  to be
     unreasonable or overly-broad as to geographic  area, scope or time or to be
     otherwise unenforceable, the parties hereto intend for the restrictions set
     forth in this Schedule to be reformed, modified and redefined by such court
     so as to be reasonable and  enforceable  and, as so modified by such court,
     to be fully enforced.

REMEDIES FOR BREACH

15.  Employee  acknowledges that the legal remedies for breach of the provisions
     of this  Schedule may be found  inadequate  and  therefore  agrees that, in
     addition  to all of the  remedies  available  to  Company in the event of a
     breach or a threatened  breach of any of such  provisions,  the Company may
     also,  in  addition  to any other  remedies  which may be  available  under
     applicable law,  obtain  temporary,  preliminary and permanent  injunctions
     against any and all such actions.

INTENT OF PARTIES

16.  Employee  recognizes  and agrees:  (i) that this  Schedule is necessary and
     essential  to protect the business of Company and to realize and derive all
     the benefits,  rights and  expectations of conducting  Company's  business;
     (ii)  that the area and  duration  of the  protective  covenants  contained
     herein  are in all  things  reasonable;  and (iii)  that good and  valuable
     consideration  exists under the Agreement,  for Employee's  agreement to be
     bound by the provisions of this Schedule.
<PAGE>
17.  Employee's  undertakings  set forth in this Schedule B shall remain in full
     force and effect after termination of the Agreement or any renewal thereof,
     for any  reason  whatsoever,  provided,  however,  that the  provisions  of
     Sections  12 and 13 shall in full  force and  effect  only in the period of
     time detailed therein.

Orgenesis Ltd.                                        /s/ Sarah Ferber
                                                      --------------------------
By: /s/ Vered Caplan                                  Prof. Sarah Ferber
   --------------------------

Title:n
      -----------------------
<PAGE>
                                   SCHEDULE C

     ORDER AND CONFIRMATION REGARDING PAYMENTS OF EMPLOYERS TO PENSION FUNDS
                  AND INSURANCE FUNDS INSTEAD OF SEVERANCE PAY