Exhibit 10.4

THE SECURITIES  REPRESENTED HEREBY HAVE BEEN OFFERED 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").

NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN REGISTERED  UNDER THE 1933
ACT, OR ANY U.S. STATE  SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  MAY NOT BE
OFFERED  OR SOLD,  DIRECTLY  OR  INDIRECTLY,  IN THE UNITED  STATES (AS  DEFINED
HEREIN)  OR TO  U.S.  PERSONS  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.  "UNITED STATES" AND "U.S.  PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.

                             STOCK OPTION AGREEMENT
                               (NON U.S. PERSONS)

This AGREEMENT is entered into as of the 2nd day of February, 2012 (the "Date of
Grant").

BETWEEN:

          ORGENESIS  INC.,  a company  incorporated  pursuant to the laws of the
          State of Nevada,  with an office at 1001 SW 5th  Avenue,  Suite  1100,
          Portland, OR 97204

          (the "Company")

AND:

          SARAH  FERBER,  a  businessperson  with an  address  at 17B  Hahaskala
          Street, Tel Aviv

          (the "Optionee")

WHEREAS:

A. The Company  wishes to grant stock  options to purchase a total of  2,781,905
Optioned Shares (as defined herein) to the Optionee.

NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration  of the covenants
and agreements  set forth herein and for other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged,  the parties hereto
agree as follows:

1. DEFINITIONS

1.1  In this Agreement, the following terms shall have the following meanings:

     (a)  "Common Stock" means the shares of common stock of the Company;

     (b)  "Exercise Price" means $0.001/share;
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     (c)  "Expiry Date" means ten (10) years following the Date of Grant;

     (d)  "Notice  of  Exercise"  means a notice  in  writing  addressed  to the
          Company at its address first recited  hereto (or such other address of
          which  the  Company  may from  time to time  notify  the  Optionee  in
          writing),  substantially  in the form attached as Schedule "A" hereto,
          which notice shall  specify  therein the number of Optioned  Shares in
          respect of which the Options are being exercised;

     (e)  "Options"  means the  irrevocable  right and option to purchase,  from
          time to time,  all, or any part of the Optioned  Shares granted to the
          Optionee by the Company pursuant to Section 0 of this Agreement;

     (f)  "Optioned  Shares"  means the  shares of Common  Stock that are issued
          pursuant to the exercise of the Options;

     (g)  "Securities" means, collectively, the Options and the Optioned Shares;

     (h)  "Shareholders" means holders of record of the shares of Common Stock;

     (i)  "U.S.  Person" shall have the meaning ascribed thereto in Regulation S
          under the 1933 Act, and for the purpose of the Agreement  includes any
          person in the United States; and

     (j)  "Vested Options" means the Options that have vested in accordance with
          Section 0 of this Agreement.

2.   THE OPTIONS

2.1  The Company hereby grants to the Optionee,  on the terms and conditions set
     out in this  Agreement,  Options to purchase a total of 2,781,905  Optioned
     Shares at the Exercise Price.

2.2  The  Options  vest  over a period of 12  months  with  1/12 of the  Options
     vesting on the last day of each of the 12 months following the grant of the
     Options. The Options may be exercised immediately after vesting.

2.3  The Options shall, at 5:00 p.m.  (Pacific time) on the Expiry Date,  expire
     and be of no further force or effect whatsoever.

2.4  The  Company  shall not be  obligated  to cause the  issuance,  transfer or
     delivery of a certificate or certificates  representing  Optioned Shares to
     the  Optionee,  until  provision  has  been  made by the  Optionee,  to the
     satisfaction  of the  Company,  for the payment of the  aggregate  Exercise
     Price  for all  Optioned  Shares  for  which the  Options  shall  have been
     exercised,   and  for  satisfaction  of  any  tax  withholding  obligations
     associated with such exercise.

2.5  The Optionee shall have no rights whatsoever as a shareholder in respect of
     any of the Optioned  Shares  (including  any right to receive  dividends or
     other  distribution  therefrom  or thereon)  except in respect of which the
     Options have been properly  exercised in accordance  with the terms of this
     Agreement.

2.6  Subject to the provisions of this Agreement and subject to compliance  with
     any applicable  securities laws, the Options shall be exercisable,  in full
     or in  part,  at any  time  after  vesting,  until  termination;  provided,
     however,  that if the Optionee is subject to the  reporting  and  liability
     provisions  of  Section  16 of the  SECURITIES  EXCHANGE  ACT of 1934  with
     respect to the Common Stock,  the Optionee shall be precluded from selling,
     transferring or otherwise  disposing of any Common Stock  underlying any of
     the Options  during the six months  immediately  following the grant of the
     Options.  If less than all of the shares  included in the vested portion of
     any Options are purchased, the remainder may be purchased at any subsequent
     time prior to the Expiry Date.  Only whole shares may be issued pursuant to
     the exercise of any Options,  and to the extent that any Option covers less
     than one share, it is not exercisable.

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2.7  Each  exercise of the Options  shall be by means of delivery of a Notice of
     Exercise  (which may be in the form attached hereto as Schedule "A") to the
     President of the Company at its principal executive office,  specifying the
     number of Optioned  Shares to be purchased  and  accompanied  by payment in
     cash by  certified  check  or  cashier's  check in the  amount  of the full
     Exercise Price for the Common Stock to be purchased. In addition to payment
     in cash by certified  check or cashier's  check and if agreed to in advance
     by the Company, an Optionee or transferee of the Options may pay for all or
     any portion of the aggregate  Exercise  Price by complying with one or more
     of the following alternatives:

     (a)  by  delivering a properly  executed  Notice of Exercise  together with
          irrevocable  instructions  to a broker  promptly  to sell or  margin a
          sufficient  portion of the Common  Stock and  deliver  directly to the
          Company the amount of sale or margin loan proceeds to pay the Exercise
          Price; or

     (b)  by complying with any other payment mechanism approved by the Board at
          the time of exercise.

2.8  It is a condition  precedent  to the  issuance of Optioned  Shares that the
     Optionee   execute   and/or  deliver  to  the  Company  all  documents  and
     withholding taxes required in accordance with applicable laws.

2.9  Nothing in this  Agreement  shall  obligate  the  Optionee to purchase  any
     Optioned  Shares  except  those  Optioned  Shares in  respect  of which the
     Optionee  shall have  exercised the Options in the manner  provided in this
     Agreement.

2.10 Appropriate  and  proportional  adjustments  in the  exercise  price of the
     Options  and in the number of Options  granted or to be granted may be made
     by the Board of Directors in its  discretion to give effect to  adjustments
     in the number of common shares of the Company resulting from  subdivisions,
     consolidations or reclassification of the common shares of the Company, the
     payment of stock dividends by the Company or other relevant  changes in the
     capital of the Company.

2.11 By accepting the Options,  the Optionee  represents and agrees that none of
     the  Optioned  Shares  purchased  upon  exercise  of the  Options  will  be
     distributed  in  violation  of  applicable   federal  and  state  laws  and
     regulations.  The  Optionee  further  represents  and agrees to provide the
     Company with any other document reasonably  requested by the Company or the
     Company's Counsel.

2.12 The Options are not transferable or assignable.

3.   TERMINATION OF OPTIONS

3.1  Termination  of  Employment  and  Vested  Options.   Vested  Options  shall
     terminate,  to the extent not previously exercised,  upon the occurrence of
     the first of the following events:

     (a)  Expiration. Ten (10) years from the Date of Grant.

     (b)  Termination for Cause.  The date of the first discovery by the Company
          of any reason  for the  termination  of an  Optionee's  employment  or
          contractual  relationship  with the Company or any related company for
          cause (as reasonably determined by the Company), and, if an Optionee's
          employment is suspended pending any investigation by the Company as to
          whether the Optionee's  employment should be terminated for cause, the
          Optionee's  rights under this  Agreement  shall  likewise be suspended
          during  the  period  of any such  investigation,  in each of the above
          events  provided a notice was delivered to the Optionee and the breach
          was not cured within 7 days following its delivery.

     (c)  Termination  Due to Death or Disability.  The expiration of five years
          from  the  date  of the  death  of the  Optionee  or  cessation  of an
          Optionee's  employment  or  contractual   relationship  by  reason  of
          disability. If an Optionee's employment or contractual relationship is
          terminated  by  death,  any  Option  held  by the  Optionee  shall  be
          exercisable  only by the  person or  persons  to whom such  Optionee's

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<PAGE>
          rights under such Option shall pass by the  Optionee's  will or by the
          applicable laws of descent and distribution.

     (d)  Termination  for Any Other Reason.  The  expiration of five years from
          the date of an Optionee's  termination  of  employment or  contractual
          relationship  with the  Company for any reason  whatsoever  other than
          cause, death or disability.

3.2  Termination  of Employment  and Unvested  Options.  Unvested  Options shall
     terminate  immediately  upon  termination of the  Optionee's  employment or
     contractual  relationship  with  the  Company  for any  reason  whatsoever,
     provided  that  upon  termination  due to  death or  disability  50% of the
     unvested options shall become immediately vested.

4.   ESCROW

4.1  The Optionee  agrees that any Optioned  Shares  issued to the Optionee (the
     "ESCROWED  SHARES")  within  two years of  February  2, 2012 (the  "CLOSING
     DATE")  shall be held in  escrow  by the  Escrow  Agent for a period of two
     years from the Closing Date.

4.2  Any Escrowed  Shares issued by the Company to the Optionee  shall be issued
     to the Escrow Agent pursuant to the terms of this Agreement.

4.3  The Company and the Optionee  hereby  direct the Escrow Agent to retain any
     the Escrowed  Shares and not to do or cause  anything to be done to release
     the same from escrow except in accordance with this  Agreement.  The Escrow
     Agent accepts its responsibilities  hereunder and agrees to perform them in
     accordance with the terms hereof.

4.4  Except pursuant to the terms of this Agreement,  the Escrow Agent will hold
     the  Escrowed  Shares in escrow and  undelivered  until two years after the
     Closing Date.

4.5  If the Company and the Optionee provide written  instructions to the Escrow
     Agent with  respect to the Escrowed  Shares,  the Escrow Agent shall act in
     accordance therewith.

4.6  The Escrowed Shares will not be sold,  assigned,  hypothecated,  alienated,
     released from escrow,  transferred within escrow or otherwise in any manner
     dealt with except in accordance  with this  Agreement or as may be required
     by reason of the bankruptcy of the Optionee, in which case the Escrow Agent
     will hold the  Escrowed  Shares  subject to this  Agreement,  for  whatever
     person,  firm or corporation  shall be legally entitled to be or become the
     registered owner thereof.

4.7  The Optionee  will be entitled to vote the Escrowed  Shares;  however,  any
     stock  dividend or forward  stock split of the  Escrowed  Shares (in either
     case, such additional shares called the "Additional Shares") will be deemed
     to be part of the Escrowed  Shares to be delivered  together  with transfer
     documents respecting such Additional Shares to the Escrow Agent. The Escrow
     Agent will hold such Additional  Shares and transfer  documents  respecting
     the Additional  Shares in escrow and release them in the same manner as the
     Escrowed Shares.

4.8  The  Escrow  Agent  will be  entitled  not to take any  action  under  this
     Agreement until its fees and  disbursements for acting as Escrow Agent have
     been paid.

4.9  The Escrow  Agent  shall not  deliver  the  Escrowed  Shares to any person,
     entity or otherwise  except for the Optionee,  however it shall continue to
     hold the  Escrowed  Shares on behalf of the  Optionee  and may not  release
     same,  until the two year anniversary of the Closing Date at which time the
     Escrow  Agent  shall  deliver  the  Escrowed  Shares to the  Optionee or as
     directed by the Optionee.

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<PAGE>
4.10 In exercising the rights, duties and obligations prescribed or confirmed by
     this  Agreement,  the Escrow  Agent will act honestly and in good faith and
     will  exercise  that degree of care,  diligence and skill that a reasonably
     prudent person would exercise in comparable circumstances.

4.11 The Optionee and the Company jointly and severally  covenant and agree from
     time to time and at all times hereafter well and truly to save,  defend and
     keep harmless and fully  indemnify the Escrow Agent,  its  successors,  and
     assigns, from and against all loss, costs, charges, suits, demands, claims,
     damages and expenses which the Escrow Agent,  its successors or assigns may
     at any time or times hereafter bear, sustain,  suffer or be put unto for or
     by reason  or on  account  of its  acting  pursuant  to this  Agreement  or
     anything in any manner relating  thereto or by reason of the Escrow Agent's
     compliance in good faith with the terms hereof on condition  only that said
     acts are not the  result of gross  negligence  or  willful  or  intentional
     misconduct of the Escrow Agent.

4.12 In case  proceedings  should hereafter be taken in any court respecting the
     Escrowed  Shares,  the Escrow  Agent will not be obliged to defend any such
     action or submit its rights to the court until it has been  indemnified  by
     other good and sufficient security against its costs of such proceedings.

4.13 The  Escrow  Agent  will have no  responsibility  in respect of loss of the
     Escrowed  Shares except the duty to exercise  such care in the  safekeeping
     thereof as it would exercise if the Escrowed  Shares belonged to the Escrow
     Agent.  The Escrow  Agent may act on the advice of counsel  but will not be
     responsible for acting or failing to act on the advice of counsel.

4.14 In the event that the  Escrowed  Shares are  attached,  garnished or levied
     upon under any court order,  or if the delivery of such  property is stayed
     or enjoined by any court order or if any court order, judgment or decree is
     made or entered  affecting such property or affecting any act by the Escrow
     Agent, the Escrow Agent may, in its sole  discretion,  obey and comply with
     all writs, orders,  judgments or decrees so entered or issued, whether with
     or without jurisdiction, notwithstanding any provision of this Agreement to
     the  contrary.  If the Escrow Agent obeys and complies with any such writs,
     order,  judgment  or  decrees  it will not be liable to any of the  parties
     hereto  or to any  other  person,  firm or  corporation  by  reason of such
     compliance,  notwithstanding that such writs, orders,  judgments or decrees
     may be subsequently reversed, modified, annulled, set aside or vacated.

4.15 If the  Escrow  Agent  receives  any  written  instructions  from one party
     contrary to the instructions contained in this Agreement,  the Escrow Agent
     may continue to hold the Escrowed Shares until the lawful  determination of
     the issue between the parties hereto.

4.16 The  Escrow  Agent may  resign as Escrow  Agent by giving not less then ten
     (10) days' notice  thereof to each of the Escrowed  Shares and the Company.
     The  Optionee  and the Company may jointly  terminate  the Escrow  Agent by
     giving to the Escrow Agent a notice of termination executed by each of them
     not less than ten (10) days prior to the proposed date of termination.  The
     resignation  or  termination  of the Escrow Agent will be effective and the
     Escrow  Agent will cease to be bound by this  Agreement on the date that is
     ten (10) days  after the date of receipt of the  termination  notice  given
     hereunder or on such other date as the Escrow  Agent,  the Optionee and the
     Company may agree upon.  All  indemnities  granted to the Escrow Agent will
     survive the termination of this Agreement or the resignation or termination
     of the Escrow Agent.

4.17 It is understood  and agreed by the parties to this Agreement that the only
     duties and  obligations of the Escrow Agent are those  specifically  stated
     herein and no other.

5.   DOCUMENTS REQUIRED FROM OPTIONEE

5.1  The  Optionee  must  complete,  sign and  return an  executed  copy of this
     Agreement to the Company.

5.2  The  Optionee  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,  and
     applicable law.

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<PAGE>
6.   CHANGE OF CONTROL

6.1  In the event of

     (a)  the  announcement of a takeover bid for some or all of the outstanding
          shares of the Company; or

     (b)  a change of  control  (as  defined  herein) of the  Company,  then all
          Options  to  purchase  Optioned  Shares,  which  have  not  vested  in
          accordance  with this  Agreement,  shall  immediately  vest and become
          exercisable.  For the  purposes of this  Section,  a change of control
          shall have occurred when:

          (i)  any person,  corporation,  company or other entity or combination
               of any such persons,  corporations,  companies or other  entities
               acquires  or  becomes  the  beneficial   owner  of,  directly  or
               indirectly,  whether through the acquisition of previously issued
               and outstanding  voting  securities or of voting securities which
               have not been previously  issued,  or any combination  thereof or
               any other transaction  having a similar effect,  greater than 40%
               of the voting securities of the Company;

          (ii) greater than 40% of the issued and outstanding  voting securities
               of the Company become subject to a voting trust;

          (iii)there is consummated any merger,  amalgamation  or  consolidation
               of the Company with or into another entity or any other corporate
               reorganization,  if more than 50% of the combined voting power of
               the  continuing  or  surviving  entity's  securities  outstanding
               immediately  after such merger,  amalgamation,  consolidation  or
               reorganization  are owned by persons who were not stockholders of
               the  Company  immediately  prior  to such  merger,  amalgamation,
               consolidation or reorganization;

          (iv) there is  consummated  any sale,  transfer or  disposition by the
               Company of all or substantially all of the assets of the Company;

          (v)  a change  in the  composition  of the  Board  occurring  within a
               two-year period prior to such change,  as a result of which fewer
               than a majority of the Board are Incumbent Directors.  "Incumbent
               Directors" shall mean directors who are either:

               A.   directors of the Company as of the Date of Grant; or

               B.   elected,  or nominated for  election,  to the Board with the
                    affirmative  votes of at least a majority  of the  directors
                    who had been  directors  two years  prior to such change and
                    who were  still in  office at the time of such  election  or
                    nomination;

          (vi) there is commenced a solicitation  of a dissident  proxy,  or any
               proxy not  approved by the  Incumbent  Directors,  the purpose of
               which is to change the  composition of the Board with the result,
               or potential result,  that fewer than a majority of the directors
               will be Incumbent Directors;

          (vii)there is  commenced  any  action  by an  entity,  person or group
               (other  than  the  Company,  a  wholly  owned  subsidiary  of the
               Company) of a tender offer, an exchange offer, a take-over bid or
               any other offer or bid for more than 20% of the Common Stock;

          (viii) there is  commenced  any  proceeding  by or against the Company
               seeking to  adjudicate  it a bankrupt  or  insolvent,  or seeking
               liquidation, winding-up, reorganization, arrangement, adjustment,
               protection,  relief or  composition  of the Company or its debts,
               under   any   law   relating   to   bankruptcy,   insolvency   or
               reorganization  or relief of debtors,  or seeking the entry of an

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               order for relief or for the  appointment of a receiver,  trustee,
               custodian or other similar official for it or for any substantial
               part of its property; or

          (ix) there is an approval by the shareholders of the Company of a plan
               of complete liquidation or dissolution of the Company.

6.2  A Change  of  Control  shall be deemed  to occur  immediately  prior to the
     occurrence  of any such events.  An event shall not  constitute a Change of
     Control  if  its  sole  purpose  is  to  change  the  jurisdiction  of  the
     Corporation's  organization or to create a holding company,  partnership or
     trust  that  will be owned in  substantially  the same  proportions  by the
     persons who held the Company's securities immediately before such event.

7.   ACKNOWLEDGEMENTS OF THE OPTIONEE

The Optionee acknowledges and agrees that:

     (a)  none of the Options or the Optioned Shares have been registered  under
          the 1933 Act or under any state  securities  or "blue sky" laws of any
          state of the United  States,  and,  unless so  registered,  may not 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, 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  has not  undertaken,  and will  have no  obligation,  to
          register any of the Securities under the 1933 Act;

     (c)  the Optionee has received and  carefully  read this  Agreement and the
          public  information  which  has been  filed  with the  Securities  and
          Exchange  Commission (the "SEC") in compliance or intended  compliance
          with applicable  securities  legislation  (collectively,  the "Company
          Information");

     (d)  the  decision to execute  this  Agreement  and acquire the  Securities
          hereunder  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  entirely  upon a review of the Company  Information
          (the receipt of which is hereby acknowledged);

     (e)  no securities  commission or similar regulatory authority has reviewed
          or passed on the merits of the Securities;

     (f)  there is no government or other insurance covering the Securities;

     (g)  there are risks associated with an investment in the Securities;

     (h)  the Optionee and the Optionee's  advisor(s) (if applicable) have had a
          reasonable  opportunity  to ask questions of and receive  answers from
          the Company in  connection  with the  distribution  of the  Securities
          hereunder,  and  to  obtain  additional  information,  to  the  extent
          possessed  or  obtainable  without  unreasonable  effort  or  expense,
          necessary to verify the accuracy of the information about the Company;

     (i)  the books and records of the Company were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions,  by the Optionee during reasonable business hours at its
          principal place of business,  and all documents,  records and books in
          connection with the distribution of the Securities hereunder have been
          made available for inspection by the Optionee, the Optionee's attorney
          and/or advisor(s) (if applicable);

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<PAGE>
     (j)  the Company is entitled to rely on the  representations and warranties
          and the  statements  and  answers of the  Optionee  contained  in this
          Agreement;

     (k)  the Optionee will  indemnify and hold harmless the Company and,  where
          applicable, its 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  representation  or
          warranty of the Optionee contained herein or in any document furnished
          by the Optionee to the Company in connection  herewith being untrue in
          any  material  respect or any breach or  failure  by the  Optionee  to
          comply with any  covenant  or  agreement  made by the  Optionee to the
          Company in connection therewith;

     (l)  none of the  Securities  are listed on any stock exchange or automated
          dealer  quotation  system and no  representation  has been made to the
          Optionee  that any of the  Securities  will become listed on any stock
          exchange or automated dealer quotation  system;  except that currently
          certain  market  makers  make  market in the  Common  Stock on the OTC
          Bulletin Board;

     (m)  the Company will refuse to register any transfer of the 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 the registration requirements of the 1933 Act
          and in accordance  with  applicable  state and  provincial  securities
          laws;

     (n)  the statutory and regulatory  basis for the exemption  claimed for the
          offer  of  the  Securities,  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 or any
          applicable state and provincial securities laws;

     (o)  the Optionee has been advised to consult the Optionee's own legal, tax
          and  other  advisors  with  respect  to the  merits  and  risks  of an
          investment in the  Securities  and with respect to  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 Optionee is
               resident in connection  with the  distribution  of the Securities
               hereunder, and

          (ii) applicable resale restrictions; and

     (p)  this Agreement is not  enforceable by the Optionee  unless it has been
          accepted by the Company.

8.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

The Optionee  hereby  represents  and warrants to and covenants with the Company
(which  representations,  warranties  and  covenants  shall survive the closing)
that:

     (a)  the Optionee has the legal  capacity and  competence to enter into and
          execute  this  Agreement  and to take all  actions  required  pursuant
          hereto;

     (b)  the Optionee has duly  executed and  delivered  this  Agreement and it
          constitutes a valid and binding agreement of the Optionee  enforceable
          against the Optionee in accordance with its terms;

     (c)  the  Optionee  is not  acquiring  the  Securities  for the  account or
          benefit of, directly or indirectly, any U.S. Person;

     (d)  the Optionee is not a U.S. Person;

                                       8
<PAGE>
     (e)  the Optionee is resident in the jurisdiction set out on page 1 of this
          Agreement;

     (f)  the Optionee has not acquired the  Securities as a result of, and will
          not itself  engage in, any "directed  selling  efforts" (as defined in
          Regulation  S under the 1933 Act) in the  United  States in respect 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 the
          Securities; provided, however, that the Optionee may sell or otherwise
          dispose of the Securities  pursuant to registration  thereof under the
          1933 Act and any applicable  state and provincial  securities  laws or
          under an exemption from such registration requirements;

     (g)  the Optionee is outside the United States when receiving and executing
          this  Agreement and is acquiring  the  Securities as principal for the
          Optionee's own account,  for investment  purposes only, and not with a
          view to, or for, resale, distribution or fractionalisation thereof, in
          whole  or in  part,  and,  in  particular,  it  has  no  intention  to
          distribute  either directly or indirectly any of the Securities in the
          United States or to U.S. Persons,  and no other person has a direct or
          indirect beneficial interest in such Securities;

     (h)  the Optionee is not an underwriter of, or dealer in, the Common Stock,
          nor is the Optionee participating, pursuant to a contractual agreement
          or otherwise, in the distribution of the Securities;

     (i)  the Optionee  (i) has  adequate  net worth and means of providing  for
          his/her/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
          Securities  for an  indefinite  period  of time,  and can  afford  the
          complete loss of such investment;

     (j)  the Optionee is aware that an investment in the Company is speculative
          and  involves  certain  risks,  including  the  possible  loss  of the
          investment,  and the Optionee has carefully  read and  considered  the
          matters set forth under the caption  "Risk  Factors"  appearing in the
          Company's various disclosure documents, filed with the SEC;

     (k)  the Optionee has the requisite  knowledge and  experience in financial
          and  business  matters as to be capable of  evaluating  the merits and
          risks of the investment in the Securities and the Company;

     (l)  the Optionee  understands  and agrees that the Company and others will
          rely   upon  the   truth  and   accuracy   of  the   acknowledgements,
          representations and agreements contained in this Agreement, and agrees
          that if any of such  acknowledgements,  representations and agreements
          are no longer  accurate  or have been  breached,  the  Optionee  shall
          promptly notify the Company;

     (m)  the Optionee has made an independent  examination and investigation of
          an  investment in the  Securities  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
          Optionee's decision to invest in the Securities and the Company;

     (n)  the  Optionee  is  not  aware  of  any  advertisement  of  any  of the
          Securities and is not acquiring the Securities 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;

     (o)  no   person   has  made  to  the   Optionee   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; or

                                       9
<PAGE>
          (iii) as to the future price or value of any of the Securities; and

     (p)  if the  Optionee is a  consultant  of the  Company,  the  Optionee has
          entered  into a written  consulting  agreement  with the  Company or a
          related  entity of the Company and spends or will spend a  significant
          amount  of time and  attention  on the  affairs  and  business  of the
          Company or such related entity.

9.   ACKNOWLEDGEMENT

The Optionee has  acknowledged  that the decision to purchase the Securities was
solely  made on the basis of publicly  available  information  contained  in the
Company Information.

10.  LEGENDING OF SUBJECT SECURITIES

10.1 The  Optionee  hereby  consents  to  the  placement  of  a  legend  on  any
     certificate  or the Optionee  consents to the  placement of a legend on any
     certificate or other document  evidencing any of the Optioned Shares to the
     effect that such Optioned  Shares have not been  registered  under the 1933
     Act, any state  securities or "blue sky" laws, or under the  prospectus and
     registration  requirements of any applicable  Canadian securities laws, and
     setting forth or referring to the restrictions on transferability  and sale
     thereof  contained in this Agreement,  such legend to be  substantially  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.

10.2 The Optionee  hereby 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 Agreement.

11.  GENERAL RESALE RESTRICTIONS

11.1 The Optionee  acknowledges  that any resale of any of the  Optioned  Shares
     will  be  subject  to  resale  restrictions  contained  in  the  securities
     legislation applicable to the Optionee or proposed transferee. The Optionee
     acknowledges  that none of the Optioned Shares have been  registered  under
     the 1933 Act or the securities laws of any state of the United States.  The
     Optioned  Shares 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.

11.2 The  Optionee   acknowledges   and  agrees  that  the  Optionee  is  solely
     responsible  (and the Company is not in any way responsible) for compliance
     with applicable resale restrictions.

                                       10
<PAGE>
12.  NO EMPLOYMENT RELATIONSHIP

The grant of an  Option  shall in no way  constitute  any form of  agreement  or
understanding binding on the Company or any related company, express or implied,
that the  Company  or any  related  company  will  employ  or  contract  with an
Optionee,  for any length of time,  nor shall it  interfere  in any way with the
Company's  or,  where  applicable,   a  related  company's  right  to  terminate
Optionee's employment at any time, which right is hereby reserved.

13.  GOVERNING LAW

This Agreement is governed by the laws of the State of Nevada.

14.  COSTS

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

15.  SURVIVAL

This 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 shares underlying the Options by the Optionee pursuant hereto.

16.  ASSIGNMENT

This Agreement is not transferable or assignable.

17.  CURRENCY

Unless explicitly  stated  otherwise,  all funds in this Agreement are stated in
United States dollars.

18.  SEVERABILITY

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

19.  COUNTERPARTS AND ELECTRONIC MEANS

This  Agreement may be executed in several  counterparts,  each of which will be
deemed to be an original and all of which will together  constitute  one and the
same  instrument.  Delivery of an executed copy of this  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
Agreement as of the date first above written.

20.  ENTIRE AGREEMENT

This Agreement is the only  agreement  between the Optionee and the Company with
respect  to  the  Options,   and  this   Agreement,   supersede  all  prior  and
contemporaneous  oral and written statements and representations and contain the
entire agreement between the parties with respect to the Options.

                                       11
<PAGE>
IN WITNESS  WHEREOF the parties  hereto have duly executed this  Agreement as of
the date first above written.

ORGENESIS INC.


Per: /s/ Vered Caplan
    -----------------------------
    Authorized Signatory

WITNESSED BY:                            )
                                         )
---------------------------------        )
Signature                                )
                                         )
---------------------------------        )        /s/ Sarah Ferber
Name                                     )        ------------------------------
                                         )         SARAH FERBER
---------------------------------        )
Address                                  )
                                         )
---------------------------------        )
                                         )
---------------------------------        )
Occupation                               )

                                       12
<PAGE>
                                  SCHEDULE "A"
                               NOTICE OF EXERCISE

TO: Orgenesis Inc.
    1001 SW 5th Avenue, Suite 1100, Portland, OR  97204

This Notice of Exercise shall constitute a proper Notice of Exercise pursuant to
Section 0 of the Stock Option  Agreement dated as of  ____________________  (the
"Agreement"),  between  Orgenesis Inc. (the "Company") and the undersigned.  The
undersigned   hereby   elects  to   exercise   Optionee's   option  to  purchase
____________________  shares of the common stock of the Company at a price of US
$0.0001 per share, for aggregate consideration of US $____________, on the terms
and conditions set forth in the Agreement. Such aggregate consideration,  in the
form specified in Section 0 of the Agreement, accompanies this notice.

The Optionee represents and warrants to the Company that all representations and
warranties  set out in the  Agreement are true as of the date of the exercise of
the Options under the Agreement.

Please deliver a share certificate in respect of the Optioned Shares referred to
in the Stock  Option and  Subscription  Agreement  surrendered  herewith but not
presently subscribed for, to the Optionee.

The  Optionee  hereby  directs  the Company to issue,  register  and deliver the
certificates representing the shares as follows:

Registration Information:                     Delivery Instructions:

Name to appear on certificates                Name

Address                                       Address

City, State, and Zip Code

                                              Telephone Number

DATED at _____________________________, the  day of______________, _______.

                                    X
                                    -------------------------------------------
                                    Signature

                                    -------------------------------------------
                                    (Name and, if applicable, Office)

                                    -------------------------------------------
                                    (Address)

                                    -------------------------------------------
                                    (City, State, and Zip Code)

                                    -------------------------------------------
                                    Fax Number or E-mail Address

                                    -------------------------------------------
                                    SIN, SSN or Other Tax Identification Number