Exhibit 10.2

                              Consultancy Agreement

This Consultancy Agreement (the "AGREEMENT") is entered into by and between:

WEINBERG  DALYO INC, a corporation  incorporated  and existing under the laws of
the state of New York, USA, whose address is: 21 Sparrow Circle White Plains, NY
10605, USA (the "CONSULTANT"), via its principal and sole owner MR. DOV WEINBERG
(the "PRINCIPAL"), and

Orgenesis Corporation EIN 98-0583166, (the Company").

WHEREAS     the  Company  is  engaged in  development,  manufacture,  marketing,
            licensing  and  other  forms  of   commercialization  of  innovative
            technologies, and methods in the Field, as defined below; and

WHEREAS     the  Company  wishes to hire the  Principal  via the  Consultant  to
            provide the Services (as defined below),  and the Consultant  agrees
            to provide  such  Services to the Company  solely via the  Principal
            under the terms and conditions of this Agreement.

NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

1.   CONSULTANCY AGREEMENT

1.1  The preamble  hereto and the appendices  attached  hereto form integral and
     binding parts of this Agreement.

     In  this  Agreement,   the  term  "FIELD"  means   research,   development,
     production,  marketing,  ,  licensing  and  service  of the  bio-technology
     industry for medical applications.

1.2  The parties confirm that as of February 2, 2012 (the "EFFECTIVE DATE"), the
     Consultant  shall provide the Company with the  consulting  services as set
     out in APPENDIX A hereto (the  "SERVICES").  The scope of Services shall be
     mutually determined between the parties from time to time.

1.3  The Principal shall report directly to the Company's CEO (the "SUPERIOR").

1.4  The Consultant  will provide the Services  solely via the Principal,  . The
     Consultant  agrees  to cause the  Principal  to  dedicate  his time (to the
     extent agreed upon between the parties),  experience, talent, expertise and
     knowledge  to the  Company,  and to  fulfill  the  Services  in a loyal and
     dedicated manner,  and in accordance with the Company's policies and codes,
     and the instructions of the Superior.
<PAGE>
                                      -2-


1.5  During  the  period  of this  Agreement,  neither  the  Consultant  nor the
     Principal  shall  engage  in  any  professional  activity,   commercial  or
     otherwise,  which might intrude with the Services in terms of time schedule
     or conflict of interest.

1.6  Neither the  Consultant  nor the Principal  are allowed to obligate  and/or
     bind the Company and/or its affiliates  and/or  representatives  in any way
     and/or  create  any  commitments  on  their  behalf,  except  as  expressly
     authorized by the Company.

1.7  All  reasonable  procedures  and  directives  of the Company  applicable to
     subjects of work behavior,  discipline  etc., will have a binding effect on
     the Consultant and the Principal provided, however, that such policies have
     been brought to the Consultant's and the Principal's attention in advance.

1.8  The amount and details of the  Remuneration  (as detailed  below) and other
     benefits  will be  publicly  disclosed  as required by SEC rules and in any
     other case where the Company's attorneys consider it advisable.

1.9  The Consultant is an independent contractor. The parties do not intend, and
     this Agreement and the performance hereunder shall not be construed to give
     effect to  employment,  partnership,  joint  venture  or  agency  relations
     between the parties and/or between the Principal and the Company.

2.0  The Consultant and the Principal  acknowledge and agree that as the Company
     is a reporting issuer listed for trading in the United States and they will
     fully comply with all regulatory and Company  requirements,  laws, policies
     and rules respecting same.

2.   REMUNERATION

In   consideration of the provision of the Services,  and all other  obligations
     of the Consultant and the Principal hereunder,  the Company will pay to the
     Consultant a gross  monthly fee and  additional  remuneration  as set forth
     below:

2.1  Gross  Monthly Fee:  the gross  monthly fee due to the  Consultant  for the
     Services rendered will be US $3,000 per month (the "FEE").  The Fee will be
     payable until the 10th of each month for the previous month.

     The  Consultant  will bear and pay the  Principal's  salary and any and all
     other payments,  taxes, social security payments, social benefits and other
     obligatory  payments,  according to applicable laws and regulations,  which
     arise as a result of the performance of the Services,.

     The  Company  shall  withhold  taxes as  required by  applicable  laws,  if
     required.

2.2  Expenses:  The Consultant  shall be reimbursed for reasonable out of pocket
     expenditures  incurred by it and/or by the Principal in connection with the
     performance  of the  Services,  subject to prior  written  approval  of the
<PAGE>
                                      -3-


     Company.  Reimbursement  shall be made upon submission of an expense report
     accompanied by invoices.

2.3  Options:  the management shall recommend to the Board of Directors to grant
     the Consultant  Options  representing 1.5% of the outstanding share capital
     of the  Company,  to purchase  ordinary  shares of the Company par value of
     $0.0001 each, at an exercise price per shares set at the time the option is
     announced, subject to the terms of the then in effect Company's Option Plan
     and the execution of an Option  Agreement  between the  Consultant  and the
     Company.

     The Options shall vest as to one quarter every six months,  commencing  six
     months from the Effective Date.

2.4  Performance  Bonus:  the  Consultant  shall  be  eligible  to  receive  the
     Performance Bonus as set forth in the attached APPENDIX B.

2.5  The parties confirm that the Remuneration  detailed in this Section 2 above
     is the full and exclusive  consideration  due to the Consultant  and/or the
     Principal  hereunder.  Should the Consultant  and/or the Principal,  or any
     other party on its/his behalf, present any other claim against the Company,
     whether based upon allegation of employee-employer  relations or otherwise,
     each of the Consultant  and the Principal  undertakes to indemnify and hold
     the Company  harmless  for and  against  such  claims;  and the Company may
     offset any sum it may owe the  Consultant  or the  Principal  against  such
     claims.

3.   SECRECY AND OTHER INTELLECTUAL PROPERTY ISSUES

     Each of the Consultant and the Principal undertakes to execute and abide by
     the  terms  and  provisions  of  the  Secrecy  and  Intellectual   Property
     Undertaking as attached hereto as APPENDIX C.

4.   PERIOD OF THE AGREEMENT

4.1  This Agreement is made for an undefined  term. Each Party may, at any time,
     terminate  this  Agreement:  (i) by a 30 days prior  written  notice to the
     other Party; (ii) immediately if termination is made for cause.

     The Company shall have the right to terminate  the  Agreement  immediately,
     provided  however that it pays to the Consultant the entire Fee due for the
     entire notice period due on the termination date.
<PAGE>
                                      -4-


4.2  The term  "CAUSE" in this  Agreement  shall be  defined  as: (a) a material
     breach of agreement  which has not been remedied  within 14 days of written
     notice, (b) breach of confidence, loyalty or unauthorized disclosure or use
     of the Company's or third parties intellectual properties,  (c) serious and
     continuing  breach of work  behavior  rules by the  Consultant  and/or  the
     Principal,  (d)  continuing  and  unjustified  refusal  to  carry  out work
     assignments,  (e)  self-dealing,  embezzlement or  misappropriation  of the
     Company's  property or serious  damage to the Company's  property  which is
     intentionally  caused,  (f) gross  negligence or  misconduct,  (g) criminal
     behavior as determined by a court of law except as for traffic  violations,
     (h) .actions  that in the  judgement of the  directors  may cause  material
     reputational  harm to the Company,  or (i) breach of any regulatory  rules,
     laws or policies which affect the Company or its insiders.

4.3  The  termination of this Agreement is without  liability of the Company for
     any claims or payments  beyond those earned or accrued in the course of the
     Services  hereunder;  and each of the Consultant  and the Principal  hereby
     waives  any and all such  claims  against  the  Company  and any  entity or
     representative associated with them and any other third party.

5.   GENERAL PROVISIONS

5.1  This  Agreement  forms the complete  and  exclusive  agreement  between the
     parties  as to its  subject  matter;  and it  cancels  any prior  verbal or
     written agreement related thereto.  Any change to this Agreement requires a
     duly signed document.

5.2  Any notice sent by one party to the other by registered mail will be deemed
     to have been  received on the 3 business day after the day of mailing.  Fax
     and  electronic  messages  will be  deemed  to have  been  received  on the
     business day following the day of transmission.

5.3  The failure or delay of either party to require the performance of any term
     under this  Agreement,  or the waiver by either  party of any breach  under
     this Agreement, shall not prevent subsequent enforcement of such terms, nor
     be deemed a waiver of any subsequent or prolonged breach.
<PAGE>
                                      -5-


In Witness  hereof,  the  parties  sign and  execute  this  Agreement  as of the
Effective Date


            /s/                                        /s/ Dov Weinberg
------------------------------                    ------------------------------
        Orgenesis                                     Weinberg Dalyo Inc

Confirmation:

I, the undersigned,  being the above referenced  Principal pursuant to the above
Agreement,  hereby confirm and undertake towards the Company with respect to all
of the undertakings and  representations  of the Consultant and the Principal as
detailed in the above Agreement.


/s/ Dov Weinberg
------------------------------
Dov Weinberg

Date of signature as of the Effective Date
<PAGE>
                                      -6-


                                   APPENDIX A

                              SERVICES DESCRIPTION

Pursuant to Section 2 to the Agreement,  the Services provided by the Consultant
solely via the Principal shall include the principal  serving as Company's Chief
Financial Officer ("CFO") and providing the Company with the following:

- Primary  responsibility  for all the  financial  and  related  filings  of the
Company  with  all  regulatory  agency  on a  timely  basis,  including  without
limitation the SEC and any stock exchange on which the Company's stock is listed
for trading;

- design, implementation, maintenance and supervision of management controls and
procedures for the disclosure of material information and financial controls and
procedures  for the  disclosure  of the  financial  affairs  of the  Company  in
compliance  with US GAAP and the  rules,  laws and  policies  of the  applicable
regulators, including the SEC.

- preparation and execution of the CFO certifications  required to be filed with
the Company's quarterly and annual periodic reports with the SEC.

- Tax  planning  and  interaction  with  the  Company's  current  CPA  firm  and
book-keeper;banks and insurance companies

- Review and validation of the Company's valuation model;

- Preparation  and  presentation  of the Company's  financial  information to be
included in any future PPM(s) should any additional financing be required;

- Negotiations with the Company's vendors and consultants in the USA and abroad;

- Introductions and negotiations with prospective  investors (VC'S, Hedge Funds,
etc.);

-  Introductions  and  negotiations  with M&A firms congruent with the Company's
exit strategy.

The  Consultant  and the  Principal  shall  report to the CEO of the Company and
shall work with other employees of the Company as shall be required.

The  Company  may  mention  verbally  and  in  writing,  the  engagement  of the
Consultant  with the  Company,  and it may refer to the  Consultant  and/or  the
Principal third parties who request its/his opinion with regard to the Company's
activities,  its  technology  and products - subject to prior  coordination  and
within reasonable bounds.
<PAGE>
                                      -7-


                                   APPENDIX B

                               PERFORMANCE BONUS:

1.   During the period of this  Agreement,  whenever  the  Consultant  locates a
     potential  investor,  the  Company  will  decide,  at its sole  discretion,
     whether to pursue the contact with such potential investor. If the decision
     of the Company is positive,  and provided that such  potential  investor is
     not a shareholder of the Company, its affiliates or any person/entity, that
     the Company had any prior business  contacts with,  such investor will then
     become a "RESERVED Contact".

2.   The Company is not  obligated  to accept any  investment  from any Reserved
     Contact,  and non-acceptance will not be grounds for any claim or demand by
     the Consultant or anybody on its behalf.

3.   If within 12 months after a certain  person/entity is designated a Reserved
     Contact,  the Company does not receive an actual  investment  of funds from
     that Reserved  Contact,  he/it shall cease to be a Reserved Contact for the
     purposes of this  Agreement,  and no  performance  bonus will be due to the
     Consultant.

4.   If the Company enters into a binding  investment  agreement with a Reserved
     Contact,  the Company will provide the Consultant a performance bonus of 2%
     (two percent) from the total  investment of such Reserved  Contact,  before
     expenses  of all sorts,  payable  pro-rata  from any  installment  actually
     received by the Company. Such performance bonus will become due and will be
     paid within 30 days after the respective  investment  amount is received in
     the bank account of the Company.

5.   Without  derogating from the generality of the  aforementioned  and for the
     avoidance of any doubt, it is hereby  clarified that the performance  bonus
     will be due to the Consultant from any investment  actually received by the
     Company from a Reserved  Contact,  during the period of this  Agreement and
     within 6 months after the termination of this Agreement; or later only with
     respect to agreements executed during the period of this Agreement,  if the
     actual investment of any amount thereof is made after the lapse of 6 months
     period.
<PAGE>
                                      -8-


                                   APPENDIX C

                  SECRECY AND INTELLECTUAL PROPERTY UNDERTAKING

1.   In this  APPENDIX C below,  the term "GROUP" shall mean the Company and its
     subsidiaries and affiliates as now existing and as may exist in the future.

2.   Any invention, technology, system, product, component, software, copyright,
     process and the like  related to the  business  of the Group  (collectively
     referred  to as  "KNOWHOW"),  whether  patentable  or  patented  or not and
     whether  subject to any other legal  protection or not,  arising out of the
     Services or others' work for the Group,  shall be the exclusive property of
     the Group. The Consultant  and/or the Principal will promptly submit to the
     Company  full  details  related to the  Knowhow;  and will  execute  patent
     applications  and  assignments as may be requested by the Company  (whether
     during or after the term of this  Agreement)  to confirm and  register  the
     Group's ownership  thereof.  It is hereby clarified,  that the Consultant's
     and/or the Principal's obligations as specified in this section above shall
     be valid only regarding Knowhow which has been created or discovered during
     the term of provision of the Services to the Company.

3.   Any and all information known to the Consultant and/or the Principal due to
     the  provision  of the Services to the Company,  which  constitutes,  or is
     directly  related  to  trade  secrets,  commercial  relations,  actual  and
     potential  clients and suppliers,  technology  and products,  and any other
     information of a proprietary or  confidential  nature,  of the Group,  will
     hereinafter  be together  referred  to as  "INFORMATION".  Information  may
     include commercial,  technical,  marketing,  financial,  administrative and
     management subjects.  The Information and any part thereof are and shall be
     the exclusive property of the Group.

4.   Neither  the  Consultant  nor  the  Principal  will  use  any  part  of the
     Information,  nor disclose or make it  available  to others,  unless in the
     line of the  provision  of the  Services  to the  Company or if required by
     judicial or governmental authority.  The Consultant and the Principal shall
     be obligated to notify the Company of the  requirement  to so disclose such
     Information as soon as such demand is made upon either of them.
<PAGE>
                                      -9-


5.   Each of the  Consultant  and the  Principal  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.  At all times,  both during the term of provision of the Services
     to the Company and after its  termination,  each of the  Consultant and the
     Principal  undertakes  to keep  and hold all  such  information  in  strict
     confidence and trust,  and will not use or disclose any of such information
     without  the  prior  written  consent  of  the  Company,  except  as may be
     necessary  to  perform  the  Service  and  consistent  with  the  Company's
     agreement with such third party.  Upon termination of this Agreement,  each
     of the  Consultant  and  the  Principal  shall  act  with  respect  to such
     information as set forth in Section 7 hereunder.

6.   The foregoing  provisions  will survive the  termination of this Agreement.
     However,  these provisions  shall not apply to Information  which is in the
     public domain or becomes in the public domain  through no wrongful doing of
     either the Consultant  and/or the  Principal,  which may have been lawfully
     received from a third party not bound by confidentiality to the Company, or
     has already been known to the  Consultant  and/or the  Principal not due to
     their Services provided to the Company.

7.   Upon termination of the Services hereunder,  each of the Consultant and the
     Principal shall  immediately  return to the Group all materials of any kind
     (whether  in written  or  electronic  form,  computer  files or  otherwise)
     concerning the Information, including all copies thereof, and shall delete,
     permanently  erase  and not  retain  any  copies of such  materials  in any
     format.

8.   Without  prejudice  to  the  generality  of  the  foregoing,  each  of  the
     Consultant  and  the  Principal  agrees  that  during  the  period  of this
     Agreement plus a period of 12 moths after the  termination - for any reason
     - of the Services it/he will not,  directly or indirectly,  for its/his own
     account or for the account of others  (including  without  limitation  as a
     stockholder,   director,   officer,   investor,   partner,  employee,  sole
     proprietor,  independent  contractor or  consultant),  do or participate or
     assist or allow to do any of the following:

     (a)  engage in any business in direct  competition with the business of the
          Company  (engaging  in  the  same  business  of  the  subsidiaries  or
          affiliates of the Company or other entities of the Group, in which the
          Consultant  was not  involved,  and to which  the  Consultant  was not
          exposed in any way due to the Services in the Company,  is  permitted,
          and shall not be deemed to constitute a direct competition).

     (b)  Request or advise any past,  present or future  business  associate of
          the Group to decrease or cancel their business with the Group.
<PAGE>
                                      -10-


     (c)  Cause any employee of the Group to terminate the employee's employment
          with the Group or to work for the  Consultant  and/or the Principal or
          for any party associated with either of them.

     The parties confirm that during the term of Services hereunder,  either the
     Consultant  or the  Principal  are more than  likely to be  exposed  to the
     Information  of the  Group;  and  that  any  activity  as  forbidden  under
     subsections  (a),  (b) and (c) above is bound to breach  the  rights of the
     Company in  connection  with such  Information;  and  therefore the parties
     agree that the above period is intended to ensure such rights of the Group.

9.   The  Consultant  and the Principal  confirm that they do not bring and were
     not  required  to bring to the Group  any  proprietary  materials  of third
     parties,  and  that the they are  under  no  restrictions  relevant  to the
     fulfillment and provision of the Services to the Company, whether by virtue
     of former employment, business dealings or otherwise.

10.  Each of the Consultant  and the Principal  recognizes and agrees that it/he
     has no  expectation  of  privacy  with  respect  to the  Group's  networks,
     telecommunications  systems or information  processing systems  (including,
     without  limitation,  stored computer  files,  electronic mail messages and
     voice  messages),  and that their  activity and any files or messages on or
     using  any of those  systems  may be  monitored  at any  time by the  Group
     without notice.

11.  Each of the  Consultant  and the Principal  acknowledges  and agrees that a
     breach of any material  provision of this  APPENDIX C might cause the Group
     substantial and irreparable harm.

In  Witness  hereof  the  parties  sign and  execute  this  Appendix C as of the
Effective Date


            /s/                                        /s/ Dov Weinberg
------------------------------                    ------------------------------
        Orgenesis                                     Weinberg Dalyo Inc

Confirmation:

I, the undersigned,  being the above referenced  Principal pursuant to the above
Agreement,  hereby confirm and undertake towards the Company with respect to all
of the undertakings and  representations  of the Consultant and the Principal as
detailed in the above Appendix C.


/s/ Dov Weinberg
------------------------------
Dov Weinberg

Date of signature as of the Effective Date