Exhibit 10.1

                       BUSINESS OUTSOURCING SERVICE, INC..
                1001 SW 5TH AVENUE, SUITE 1100 PORTLAND OR 97204

                                                                  August 4, 2011

TO:  Dr. Sarah Ferber
c/o The Sheba Medical Centre at Tel Hashome

AND TO: Vered Caplan

Israel

Dear Mesdames:

RE: ORGENESIS TRANSACTION

This letter  sets out our intent  ("LOI")  reached  among  Business  Outsourcing
Service Inc. ("Pubco") and Dr. Sarah Ferber ("Ferber") regarding Ferber becoming
engaged  and  employed  in  development  on  behalf  of a  fully  owned  Israeli
subsidiary  of Pubco (the "Israeli  Sub") of the Orgenesis  Business (as defined
below),  including  know-how,  patents,  agreements  and all other  assets  (the
"Orgenesis  KnowHow",  including,  without  limitation,  the  patents  listed on
Schedule A attached) upon the terms and conditions set forth in this  Agreement.
Pubco is a company traded on the non-NASDAQ Over the Counter  Bulletin Board. It
is hereby clarified that to date, no business has been conducted with respect to
the Orgenesis KnowHow other than research and development performed at Sheba (as
defined  below)  work on patent  filings  and  related  matters  concerning  the
Orgenesis KnowHow.

LICENSE; PUBCO SHARE CAPITAL

1.   Ferber hereby agrees to use commercially  reasonable efforts to cause Sheba
     to license to Pubco (or to the Israeli  Sub) all the  Orgenesis  KnowHow on
     the  terms and  subject  to the  conditions  of a  license  agreement  (the
     "License  Agreement")  to be entered  into with  Sheba,  which  include the
     commercial   terms   set  out  in  this   LOI  (the   "Transaction").   The
     commercialization  of the  Orgenesis  KnowHow  will be  referred  to as the
     "Orgenesis Business".

2.   The total  common  share  fully  diluted  position of Pubco after the First
     Financing  (described  below)  will be such that the  Financing  shares and
     warrants will be newly issued  restricted  securities  which  together with
     current  shareholders  of Pubco will have 66.5% of Pubco  shares  (assuming
     exercise of all  warrants  attached to the  Financing),  and Mintz,  Levin,
     Cohn, Ferris,  Glovsky and Popeo, P.C. patent attorney in the United States
     ("Patentco")  will have 2.5%,  provided  Patentco  release  Ferber (and her
     family  members)  and Pubco from any claims in respect of the work done for
     the  Orgenesis  KnowHow,  other  than the  payment  of up to an  additional
     $130,000 as contemplated in this LOI.

3.   Post Closing and after all Financing  dilution and accounting for all stock
     options, the fully diluted share capital of Pubco will be

     (a)  Current  Pubco  shareholders  -  46,626,951  shares  of  Common  Stock
          representing  (post 35:1 forward  split) (83.8%) and together with the
          holdings of the Financing  investors (assuming full investment of $1.5
          million):  48,126,951 shares of Common Stock  representing  (post 35:1
          forward split) - 86.5%;

     (b)  Ferber 5% in options as further described below;

     (c)  Patentco 2.5%; and

     (d)  Vered Caplan 6% % in options as further described below
<PAGE>
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4.   As part of the transaction Pubco will enter in a license agreement with The
     Sheba  Medical  Centre  ("Sheba")  at  Tel  Hashomer.   Under  the  license
     agreement, Pubco will:

     (a)  provide  to Sheba a net sales  royalty  of three  and one half  (3.5%)
          percent  of the net  sales  received  by Pubco,  Israeli  Sub or their
          affiliates generated through the Orgenesis Business;

     (b)  pay to Sheba sixteen (16%) percent of all  sublicensing  fees received
          for  the  Orgenesis  Business  where  Pubco,   Israeli  Sub  or  their
          affiliates,  as  applicable,  is not  directly or  indirectly  selling
          products;

     (c)  pay to Sheba an annual license fee of $15,000; and

     (d)  pay to Sheba the following milestone payments: (A) $50,000 on the date
          of  initiation  of phase I  clinical  trials  in human  subjects,  (B)
          $50,000 on the date of initiation of phase II clinical trials in human
          subjects,  (C) one hundred and $150,000 on the date of  initiation  of
          phase III clinical trials in human subjects,  (D) $750,000 on the date
          of  initiation  of issuance of an approval for  marketing of the first
          Product  by the FDA or any other  equivalent  authority,  (E) one time
          payment of  $2,000,000,  when  worldwide  Net Sales of  products  have
          reached the amount of $150,000,000 for the first time

5.   In the event of an Exit,  Sheba shall be  entitled  to choose,  in its sole
     discretion,  whether  to receive a one time  payment,  based on the value X
     common  shares  (being  equivalent  to 10% of the  share  capital  of Pubco
     immediately  following  the  Closing);  if it does,  then  there will be no
     further  obligation  to  pay  royalties,  sublicensing  fees  or  milestone
     payments.  "Exit" means the purchase of all of the outstanding Pubco shares
     and/or  consolidation  of  Pubco  or  Israeli  Sub  into  or  with  another
     corporation.

EQUITY FINANCING

6.   Pubco will complete a financing of $500,000 (the  "Financing")  prior to or
     upon Closing.  The First  Financing will consist of 500,000 units issued at
     $1 each,  each unit comprising one common share and 2 common share purchase
     warrants.  Each  common  share  purchase  warrant  is  exercisable  for one
     additional  common share each for $1.  Investors  will commit to exercising
     their  warrants  for  additional  equity  of  $1,000,000  upon the  Company
     reaching certain milestones as set out in Schedule B attached.

7.   The  Financing  net  proceeds  will be used for  advance  of the  Orgenesis
     Business and for working capital, including payment of salaries and bonuses
     to employees on the basis of a budget to be agreed upon between Ferber, the
     Financing Investors and Pubco prior to signing the definitive agreements.

8.   $80,000  of the  Financing  will be used to pay  Patentco,  at or  promptly
     following the Closing, for their work in the Orgenesis patent registration.
     In  addition,  Patentco  will be issued  2.5% of the equity  common  shares
     issued and  outstanding  on Closing  as set forth  above,  and will be paid
     $50,000  upon the  earlier  of:  (i) Exit,  (ii) If Pubco  sublicenses  the
     technology,  or (iii) $20,000 upon each of the following  milestones (up to
     $50,000  in total):  (i)  initiation  of phase I  clinical  trials in human
     subjects;  (ii)  initiation of phase II clinical  trials in human subjects;
     (iii) initiation of phase III clinical trials in human subjects.

9.   $50,000 will be used to pay, at or promptly  following  the Closing,  legal
     fees  of  Ferber  incurred  in  connection  with  the  Transaction  and the
     Orgenesis KnowHow.

CLOSING AND DEFINITIVE AGREEMENTS

10.  Closing of the transactions  contemplated herein (the "Closing") will occur
     on or before  September  30,  2011 or on such other date as the parties may
     agree, at such place and time as the parties may agree.

11.  The parties agree to instruct  their  attorneys to co-operate  and complete
     comprehensive and definitive agreements for the Transaction upon completion
     of the 15 day due diligence period set out below. The definitive agreements
     will contain terms and representations  customary for agreements  governing
     the purchase and sale of a business in New York,  as prepared by commercial
     legal counsel of good reputation.
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DUE DILIGENCE

12.  Pubco and Ferber will each have the right to conduct due  diligence  on the
     other in connection with the transactions  contemplated hereunder.  Each of
     Pubco and Ferber and their respective accountants,  legal counsel and other
     representatives  will have full access during normal  business hours to the
     management,  properties,  books, records, contracts,  commitments and other
     documents  of the other  and  their  subsidiaries  in  connection  with the
     transactions  contemplated  herein. The due diligence period will terminate
     15 days execution of this LOI.

CLOSING CONDITIONS

13.  This LOI and the Closing hereof is subject to the following:

     (a)  the Financing  being closed or funds being held in escrow  pending the
          Closing;

     (b)  Pubco will have no  obligations  or  liabilities of any type or nature
          whatsoever,  contingent  or  otherwise,  known or unknown,  except for
          professional  fees  incurred by Pubco and the  Financing  investors in
          connection with the Transaction, which fees shall not exceed $50,000.

     (c)  Pubco will be up to date in its filings with the SEC,  which  complied
          in  all  material   respects  with  the   applicable   securities  law
          requirements,  Pubco will be compliant  with all listing  requirements
          and  have not  received  communications  regarding  the  intention  to
          suspend  or  delist   Pubco's   shares  from  the   market,   and  the
          capitalization of Pubco will be as described above. Pubco will provide
          representations that the above is true and correct as of the Closing;

     (d)  Pubco having  entered a  satisfactory  licensing  agreement with Sheba
          based on the commercial terms set forth in this LOI;

     (e)  Pubco will have undertaken to grant Ferber, as additional incentive in
          connection  with her employment  with Israeli Sub an option to acquire
          5% of Pubco's  outstanding  share  capital  at Closing at an  exercise
          price  per  share  equal  to the par  value  thereof  for a  total  of
          $2,781.905,  and which shall vest  monthly  over a period of 12 months
          following the Closing.

     (f)  Pubco will have undertaken to grant Caplan,  in consideration  for her
          service as member of Pubco  Board,  an option to acquire 6% of Pubco's
          outstanding  share  capital at Closing.  Such options shall be granted
          under the Capital Gains Track of Section 102 of the Israeli Income Tax
          Ordinance and in connection therewith,  the share option plan shall be
          adopted by Pubco and filed with the  Israeli tax  authorities  and the
          option shall be granted within 90 days following the Closing;

     (g)  Ferber will have entered into an employment agreement with Israeli Sub
          for being employed 50% of her business time, on terms  satisfactory to
          both parties;

     (h)  Each of Ferber,  Caplan and  Patentco  will have their  shares held in
          escrow  in  order to  ensure  compliance  with the no sale  limitation
          whereby  they may not  sell  any  shares  of  Pubco  for 2 years  from
          Closing.  While  held in  escrow,  the above  shareholders  shall have
          voting rights for their shares, and distributions of Pubco shares made
          in respect to their  respective  shares  shall be  distributed  to the
          escrow agent to be held pursuant to the same terms and  conditions the
          escrow   agent   holds  the   original   shares  on  account  of  such
          shareholders.  All other  distributions made in respect to such shares
          shall be distributed directly to the applicable  shareholder for their
          own account;

     (i)  Pubco will have  restructured on an  approximately  35 for one forward
          stock split;
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     (j)  Pubco having  delivered to Ferber a legal  opinion of its counsel,  in
          form and substance acceptable to Ferber as to, among other things, the
          capitalization and valid issuance of the shares of Pubco;

     (k)  Caplan and two or four additional  directors approved by Ferber and by
          the  Financing  investors  and current  shareholders  of Pubco will be
          appointed to Pubco's Board of Directors.  Until the first  anniversary
          following  the Closing the removal,  replacement  and  appointment  of
          Pubco's  Board of  Directors  will be  decided  jointly  by Ferber and
          holders of majority of the shares held by the Financing  investors and
          current  shareholders of Pubco;  Thereafter  Pubco will be entitled to
          remove, replace and appointment Pubco Board representatives; and

     (l)  all  representations  and  warranties   contained  herein  and  to  be
          contained in the  definitive  agreements  shall be true and correct at
          the date of Closing.

STANDSTILL LOI AND CONFIDENTIALITY

14.  Each of Ferber and Caplan  agrees  that they will not  disclose  any of the
     terms of this  letter  LOI for a period  ending on the  earlier  of 60 days
     after its execution and the date that definitive  agreements  regarding the
     Transaction are signed,  to any party except to  professional  advisors who
     advise them on the Transaction and to Sheba. Any professional  advisors and
     Sheba so informed of the terms hereof will be  instructed to keep the terms
     of this  letter  LOI  completely  confidential.  Each of Ferber  and Caplan
     further  agrees not to trade in the securities of Pubco until after Closing
     or the termination of this LOI. In addition,  they agree that they will not
     for a period of 75 days after  execution  hereof,  negotiate with any party
     other than Pubco as to the  disposition  or development or joint venture of
     the  Orgenesis  KnowHow.  The parties may extend the term of this clause by
     mutual written agreement.

PRE AND POST CLOSING COVENANTS

15.  Pubco, Ferber and Caplan hereby covenant to the other as follows:

     (a)  until Closing they will not take any action that could reasonably have
          a material adverse effect on the Orgenesis Business; and

     (b)  Each of Ferber and Caplan  acknowledges that Pubco will be required to
          provide substantial disclosure about the Orgenesis Business to the SEC
          and they agree to fully  co-operate to provide in a timely manner such
          information and disclosure  about the Orgenesis  KnowHow and Orgenesis
          Business as Pubco's legal counsel and auditors may reasonably  request
          in order to comply with such legal requirements.

BINDING AGREEMENT

16.  This LOI is intended to be a  non-binding  agreement  between the  parties,
     except   for  the   provisions   of   Section   15   (Standstill   LOI  and
     Confidentiality).

GENERAL

17.  All dollar  references  are  United  States  dollars.  VAT will be added to
     amounts payable hereunder to the extent applicable.

18.  At the Closing,  Pubco will pay the legal costs of the Transaction incurred
     by it and the Financing  investors up to the aggregate  amount set forth in
     Section 13(b) and the cost of the Ferber  incurred in  connection  with its
     due  diligence  review of Pubco up to an  aggregate  amount of $5,000,  and
     subject to Section 9, Ferber  will pay the other  costs  incurred by her in
     connection with this Agreement.

If the foregoing correctly sets out the terms of our intentions,  please execute
this letter in the space provided.
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BUSINESS OUTSOURCING SERVICE, INC.

Per: /s/ Guilbert Cuison
    ----------------------------------
    Authorized Signatory


/s/ Dr. Sarah Ferber
--------------------------------------
Dr. Sarah Ferber


/s/ Vered Caplan
--------------------------------------
Vered Caplan
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                                   SCHEDULE A

                       INTELLECTUAL PROPERTY OF ORGENESIS

The technology is secured by US and European  patents  application,  some issued
(see list below) additional applied in November 2004.

           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>
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                                   SCHEDULE B

                                   MILESTONES

1.   The  Investors  will  exercise  their  warrants  for  additional  equity of
     $500,000,  upon the  earlier  of:  (i)  Pubco or  Israeli  Sub  signing  an
     agreement with a clinical center, and (ii) 6 months following the Closing.

2.   The  Investors  will  exercise  their  warrants  for  additional  equity of
     $500,000,   upon  the  feasibility  of  enhancement  of  cell   propogation
     capability.