Exhibit 10.5

                                                                February 2, 2012

To:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111, USA

Dear Sirs,

                              RE: FEES FOR SERVICES

     Further to our discussions,  we wish to document the understanding  between
us with respect to the fees owed to you on account of all of the work  performed
by you and your staff to date,  and expenses  incurred,  in connection  with the
patents and patent  applications  (the "PATENTS")  listed in Schedule A attached
hereto (collectively, the "SERVICES").

     As you know,  the  undersigned,  Business  Outsourcing  Service  Inc.  (the
"COMPANY")  is  currently  in the  process  of  attempting  to  close a  license
agreement (the "LICENSE AGREEMENT") from The Sheba Medical Centre ("SHEBA") with
respect  to  the  Patents  and  to  raise  funds  in an  equity  financing  (the
"FINANCING")  consisting of $500,000  units (each,  a "UNIT") issued at $1. Each
Unit  consists  of one common  shares  (each,  a "SHARE")  and two common  share
purchase  warrants  (each,  a  "WARRANT").  Each Warrant  entitles the holder to
purchase one additional Share at an exercise price of $1 per Share. The Warrants
must be converted in some circumstances.

     Within five business days  following  the closing of the  Financing,  or an
equity  financing  of at least  $500,000,  and signing of the License  Agreement
(collectively, the "CLOSING"), the Company will:

     (i)  pay you an aggregate amount of $80,000; and
     (ii) issue to you  1,390,952  shares of common  stock of the  Company,  par
          value (the "SHARES"),  which  constitutes  2.5% of the Company's fully
          diluted capitalization as of the Closing,  including 6,120,190 options
          granted or agreed to be granted to date.

     In  addition,  the  Company  will pay you an  additional  $50,000  upon the
consummation of the earlier of:

     (i)  the purchase of all of the outstanding  Shares and/or  amalgamation of
          Company or the fully owned  Israeli  subsidiary of the Company into or
          with another corporation;
     (ii) the Company  sublicensing  the  technology to a  non-affiliate  of the
          Company; or
     (iii)$20,000  upon each of the  following  milestones  (but in any event no
          more than $50,000 in total):
          (A)  initiation  by the  Company  of phase I  clinical  trials for the
               Company's  product which is based on the Patents (the  "PRODUCT")
               in human subjects,
          (B)  initiation  by the  Company of phase II  clinical  trials for the
               Product in human subjects, and
          (C)  initiation  by the Company of phase III  clinical  trials for the
               Product in human subjects,

         provided that if any payments are made under subsection (iii) above and
         thereafter  an event  described in subsection  (i) or  subsection  (ii)
         occur,  then  the  Company  shall  only  pay  an  amount  equal  to the
         difference  between $50,000 and the amounts paid under subsection (iii)
         above.
<PAGE>
     The Shares will be subject to a no-sale limitation of 2 years following the
Closing  and in order to secure  such  limitation,  the Shares  shall be held in
escrow in accordance  with the escrow  agreement  attached  hereto as Schedule B
(the "ESCROW  AGREEMENT")  between the  Company,  you, and the escrow agent (the
"ESCROW  AGENT").  You agree that all Shares issued to you will be issued to the
Escrow  Agent  pursuant  to the terms of the  Escrow  Agreement.  While  held in
escrow, you shall retain all voting rights for the Shares and distributions made
on account of the Shares  shall be  distributed  to the Escrow  Agent to be held
pursuant  to the same  terms and  conditions  that the  Escrow  Agent  holds the
Shares.  All  other  distributions  made  on  account  of the  Shares  shall  be
distributed directly to you for your own account.

     The above  represents  the sole and complete  consideration  owed to you on
account of any and all work performed to date by you and your staff and expenses
incurred,  concerning  the Patents or any other work  performed by you for Prof.
Sarah Ferber,  her immediate  family and the Company (the  "RELEASED  PARTIES"),
including  pursuant to the requests of any of the Released  Parties.  By signing
below,  you  hereby  irrevocably,  ultimately  and  unconditionally,  waive  and
relinquish  any and all  rights,  claims,  demands  and/or  actions  towards the
Released  Parties with respect to the Services,  other than your  entitlement to
have the Company comply with the terms and conditions of this letter.

     This  letter is  conditional  and shall  only enter  into  effect  upon the
Company's receipt of your  countersignature  below confirming your acceptance to
the terms set  forth  herein  and your  returning  to the  Company a copy of the
Escrow Agreement duly signed by you.

Sincerely yours,

/s/ Vered Caplan
---------------------------
Orgenesis Inc.

Agreed and accepted:

/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Date: February 2, 2012
<PAGE>
                                   SCHEDULE A

           METHODS OF INDUCING REGULATED PANCREATIC HORMONE PRODUCTION


Country Name          Application Status          Case/SubCase
------------          ------------------          ------------

Australia                 Granted               21415-501 PRO/004

Canada                    Pending               21415-501 PRO/008

European Patent
Convention                Granted               21415-501 PRO/019

France                    Granted               21415-501 PRO/022

Germany                   Granted               21415-501 PRO/016

Italy                     Granted               21415-501 PRO/031

Japan                     Published             21415-501 PRO/032

Patent
Cooperation
Treaty                    National              21415-501 PRO/061

United Kingdom            Granted               21415-501 PRO/023


         METHODS OF INDUCING REGULATED PANCREATIC HORMONE PRODUCTION IN
                          NON-PANCREATIC ISLET TISSUES


Country Name          Application Status          Case/SubCase
------------          ------------------          ------------

United
States of
America                   Granted               21415-501/

United
States of
America                   Published             21415-501 CIP/

United
States of
America                   Pending               21415-501 DIV/

Australia                 Pending               21415-501 PRO B/004

European
Patent
Convention                Published             21415-501 PRO B/019

Japan                     Published             21415-501 PRO B/032

Patent
Cooperation
Treaty                    Published             21415-501 PRO B/061
<PAGE>
                                   SCHEDULE B
                                ESCROW AGREEMENT

THIS dated for reference 2nd day of February, 2012.

AMONG:

          Orgenesis Inc.

          (herein called the "Company")

                                                               OF THE FIRST PART

AND:

          Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

          (herein "Stockholder")

                                                              OF THE SECOND PART

AND:

          Clark  Wilson  LLP. ,  Barristers  and  Solicitors,  of 800 - 885 West
          Georgia Street, , British Columbia, V6C 3H1

          (herein "Escrow Agent")

                                                               OF THE THIRD PART

WITNESSES THAT WHEREAS:

A.  Pursuant to a Fees For Services  Letter  Agreement  dated  January ___, 2012
between the Company and the Stockholder,  the Stockholder is entitled to receive
1,390,952 common shares (the "Shares") in the capital of the Company;

B. The Company is negotiating  to license from Tel Hashomer - Medical  Research,
Infrastructure  and Services Ltd the rights to certain patents and  intellectual
property  and to employ  Sara Ferber on a half time basis to develop and exploit
the intellectual property (the "Transaction");

C. The  parties  have  agreed  that the  Shares are to be held in escrow for two
years from the completion of the Transaction; and

D. The Sellers and the Stockholder  desire to appoint the Escrow Agent,  and the
Escrow  Agent  has  agreed  to act as escrow  agent to hold the  Shares  and the
Transfer Documents in accordance with the terms hereof.
<PAGE>
THEREFORE,  in  consideration  of the mutual  covenants  and  agreements  herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties covenant and agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Wherever used in this Agreement,  unless the context otherwise requires, the
following words and terms will have the meanings shown:

     (a)  "Agreement" means this Escrow Agreement;

     (b)  "Closing" means the closing of the Transaction;

     (c)  "Company"  means  Orgensis Inc., a company whose shares are listed for
          trading on the non-NASDAQ OTCBB; and

     (d)  "Securities" means the Shares and the Transfer Documents.

2. DEPOSIT OF SECURITIES

2.1 The Shares issued by the Company to the  Stockholder  shall be issued to the
Escrow Agent on the terms of this Agreement.

3. ESCROW PROVISIONS SECURITIES

3.1 The Company and the Stockholder hereby direct the Escrow Agent to retain the
Securities,  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.

3.2 Except pursuant to the terms of this  Agreement,  the Escrow Agent will hold
the Securities in escrow and undelivered until two years after the Closing.

3.3 If the Company  and the  Stockholder  provide  written  instructions  to the
Escrow  Agent with  respect to the  Securities,  the Escrow  Agent  shall act in
accordance therewith.

3.4 The Securities 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  Stockholder,  in which case the  Escrow  Agent will hold the
Securities subject to this Agreement,  for whatever person,  firm or corporation
shall be legally entitled to be or become the registered owner thereof.

3.5 The  Stockholder  will be entitled to vote the  Shares;  however,  any stock
dividend or forward stock split of the Shares (in either case,  such  additional
shares called the  "Additional  Shares") will be deemed to be part of the 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 Shares.

                                       2
<PAGE>
3.6 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. ADDITIONAL HOLDING PERIOD

4.1 The Escrow Agent shall not deliver the  Securities to any person,  entity or
otherwise  except for the  Stockholder,  however it shall  continue  to hold the
Securities on behalf of the Stockholder and may not release same,  until the two
year  anniversary  of the Closing (the "Release  Date") at which time the Escrow
Agent shall  deliver the  Securities  to the  Stockholder  or as directed by the
Stockholder.

5. THE ESCROW AGENT

5.1 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.

5.2 The  Stockholder  and the Sellers  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.

5.3 In case  proceedings  should  hereafter be taken in any court respecting the
Securities,  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.

5.4 The  Escrow  Agent  will have no  responsibility  in  respect of loss of the
Securities  except the duty to exercise such care in the safekeeping  thereof as
it would  exercise if the  Securities  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.

5.5 In the event that the  Securities  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.

                                       3
<PAGE>
5.6 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  Securities  until the lawful  determination  of the issue
between the parties hereto.

5.7 The Escrow Agent may resign as Escrow Agent by giving not less then ten (10)
days' notice thereof to each of the Stockholder and the Sellers. The Stockholder
and the Sellers 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  Stockholder  and the Sellers 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.

6. COUNTERPARTS

6.1 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.

7. GENERAL

7.1 This  Agreement will enure to the benefit of and be binding upon the parties
and their respective heirs, executors, administrators, successors, and assigns.

7.2 The parties will execute and deliver all such further documents, do or cause
to be done  all  such  further  acts and  things,  and  give  all  such  further
assurances as may be necessary to give full effect to the  provisions and intent
of this Agreement.

7.3 This Agreement will be governed by and construed in accordance  with the law
of British Columbia.

7.4 Time is of the essence of this Agreement.

7.5  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 on
the date of such communication by the party so delivering such copy.

7.6 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.

7.7 The  Agreement  constitutes  the entire  agreement,  and supersede all other
prior  agreements and  understandings,  both written and oral, among the parties
with  respect to the  subject  matter  hereof  and may only be amended  with the
written agreement of the Stockholder, Sellers and the Escrow Agent.

                                       4
<PAGE>
IN WITNESS  WHEREOF the parties have caused this  Agreement to be executed under
seal and delivered this 2nd day of February, 2012.


/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
----------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Clark Wilson LLP


Per: /s/ Clark Wilson LLP
    --------------------------------
    Authorized Signatory

Orgenesis Inc.


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


                                       5