EXHIBIT 10.1

                          PERSONAL EMPLOYMENT AGREEMENT

THIS PERSONAL  EMPLOYMENT  AGREEMENT (the  "AGREEMENT") is made and entered into
with  effect  from  February  2nd ,  2012 by and  between  ORGENESIS  LTD.  (the
"COMPANY"), and Jacob Ben Arie (the "EMPLOYEE").

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

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

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

GENERAL

1. Position. The Employee's duties and responsibilities shall include but not be
limited to those duties and  responsibilities  customarily  performed by a Chief
Executive  Officer.  The Employee shall also serve as Chief Executive Officer of
the Company's parent corporation,  Orgenesis Inc. (the "PARENT COMPANY"), for no
additional  consideration.  The  Employee  shall report  regularly  and shall be
subject to the direction and control of the  Company's  Board of Directors  (the
"BOARD") and of the Parent Company's Board of Directors (the "PARENT'S  BOARD").
The  Employee  shall  perform  his  duties  diligently,  conscientiously  and in
furtherance  of best  interests  of the  Company  and  the  Parent  Company,  in
accordance  with the  instructions  of the Board and of the Parent's  Board,  as
applicable.   The  Employee   agrees  and  undertakes  to  inform  the  Company,
immediately  after  becoming  aware of any  matter  that may in any way  raise a
conflict of interest between the Employee and the Company or the Parent Company.
During his  employment  by the  Company,  the  Employee  shall not  receive  any
payment, compensation or benefit from any third party in connection, directly or
indirectly, with his position hereunder.

2. Scope of Employment.  The Employee will be employed on a full time basis. The
Employee  shall  devote 100% of his entire  business  time and  attention to the
business of the Company and the Parent Company.  Employee shall not undertake or
accept any other paid or unpaid  employment or occupation or engage in any other
business  or  volunteer  endeavors  that  will  cause  Employee  to  breach  his
undertakings or obligations to the Company hereunder,  without the prior written
consent of the Board.  Notwithstanding  the  aforesaid,  the  Employee  shall be
permitted,  with the  prior  consent  of the  Board,  to serve  as  director  in
companies  that do not  engage in similar  business  as the  Company  and do not
compete in any way with the Company,  all  provided  that such  engagement  with
other  companies  shall not conflict  with,  or cause the Employee to breach his
undertakings or obligations to the Company hereunder. The Company hereby permits
the  Employee  to serve as a director in Jaz Medical  Ltd.  registration  number
51-452635-9, provided that such engagement shall not conflict with, or cause the
Employee to breach his undertakings or obligations to the Company hereunder.

3. Employee's Undertakings, Representations and Warranties.

3.1. The Employee  represents  and warrants  that the  execution and delivery of
     this Agreement and the fulfillment of its terms:  (i) will not constitute a
     default under or conflict  with any agreement or other  instrument to which
     he is a party or by which he is bound;  and (ii) do not require the consent
     of any person or entity.  Further,  with respect to any past  engagement of
     the  Employee  with  third  parties  and  with  respect  to  any  permitted
     engagement  of the  Employee  with any third  party  during the term of his
     engagement with the Company (for purposes hereof,  such third parties shall
     be referred to as "OTHER EMPLOYERS"), the Employee represents, warrants and
     undertakes  that: (a) his engagement with the Company is and/or will not be
     in breach of any of his  undertakings  toward Other  Employers,  and (b) he
     will not disclose to the Company,  nor use, in provision of any services to
     the Company, any proprietary or confidential  information  belonging to any
     Other Employer.
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3.2. The  Employee  acknowledges  and  agrees  that all  information  technology
     systems  of the  Company  to which he shall  have  access  are the sole and
     exclusive property of the Company,  and that all such systems are and shall
     be  monitored  by  the  Company  regularly,  at  its  discretion.  Employee
     understands,  acknowledges and agrees that he should have no expectation of
     privacy in his use of such systems.

TERM AND TERMINATION OF EMPLOYMENT

4. Term. The Employee's employment by the Company has commenced on February 2nd,
2012  (the  "COMMENCEMENT  DATE")  and  shall  continue  until it is  terminated
pursuant to the terms set forth herein.

5. Termination at Will.  Either party may terminate the employment  relationship
hereunder  at any time by giving the other party a prior  written  notice as set
forth in SCHEDULE A (the "NOTICE PERIOD").  It is clarified that, if the Company
is  entitled  to  terminate  the  employment  hereunder,  it may  terminate  the
employment  relationship with immediate effect upon a written notice to Employee
and payment to the  Employee  of a one time amount  equal to the Salary to which
the Employee would have been entitled during the Notice Period,  in lieu of such
prior notice.

6. Termination for Cause.  The Company may immediately  terminate the employment
relationship for Cause,  and such termination  shall be effective as of the time
of notice of the same.  "CAUSE" means (a) a material  breach of this  Agreement;
(b) any willful failure to perform or willful failure to perform competently any
of the Board's or the Parent's  Board's (as  applicable)  instructions or any of
the Employee's  fundamental  functions or duties  hereunder  which was not cured
within 7 days following the delivery by the Company of a written notice thereof;
(c) engagement in willful  misconduct or acting in bad faith with respect to the
Company which was not cured within 7 days  following the delivery by the Company
of a written  notice  thereof;  or (d)  conviction of a felony  involving  moral
turpitude.

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

COVENANTS

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

SALARY AND ADDITIONAL COMPENSATION; INSURANCE; ADVANCED STUDY FUND

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

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

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11. Manager's Insurance

11.1.The  Company  shall  contribute  at  the  end  of  each  month  during  the
     employment of Employee  hereunder,  an aggregate  amount equal to 13.33% of
     the  Salary  for the  preceding  month  to a  Managers  Insurance  (Bituach
     Menahalim) policy (the "POLICY") or 14.33% of the Salary to a comprehensive
     pension plan ("PENSION PLAN"), as shall be decided by the Employee, through
     an agency to be selected  by the  Company,  to be divided as  follows:  (i)
     8.33% towards severance pay (the "COMPANY'S SEVERANCE  CONTRIBUTION");  and
     (ii) either (a) in the case of a Policy, 5% toward provident (compensation)
     payments, subject to deduction of 5% from the Employee's Salary as detailed
     below;  or  (b)  in  the  case  of a  Pension  Plan,  6%  toward  provident
     (compensation)  payments,  subject to deduction of 5.5% from the Employee's
     Salary,  as detailed  below.  In case the  employee  chooses a Policy,  the
     Company  shall pay a percentage  of the Salary  required in order to insure
     75% of the  Salary  (and in any  event  no more  than  2.5% of the  Salary)
     towards  loss of working  capacity  disability  insurance  pursuant  to the
     Company's disability insurance.  The Employee agrees that the Company shall
     deduct  from the  Salary an amount  equal to 5% or 5.5% of the  Salary,  as
     applicable,  for the preceding  month, and shall pay such amount as premium
     payable in respect of the provident compensation component of Policy or the
     Pension  Plan,  as the case may be. In the event the Employee  elects to be
     insured  under a combination  of the Policy and Pension Plan,  the Employee
     may determine the allocation  between the two,  provided that, in any event
     the Company's  contributions  will not exceed the maximum amounts set forth
     above.

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

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

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

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

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

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

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

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ADDITIONAL BENEFITS

13.  Bonuses.  The  Employee  shall be  eligible to receive  bonuses  based upon
performance  criteria as shall be  determined by the Board from time to time. In
addition,  the Employee shall be entitled to receive a one time incentive  bonus
in an amount of USD 10,000  (ten  thousand)  to be paid within 14 days as of the
date hereof (the "INCENTIVE BONUS"). The Incentive Bonus shall not be considered
as part of the Salary, for the purposes of Section 11 and 12 above or otherwise.

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

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

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

17. Car or Car  Expenses.  Employee  shall be  entitled  to choose  between  the
following two alternative sections 17.1 or 17.2, with regard to receipt of a Car
(as defined below) or Car Expenses (as defined below):

17.1.At the Employee's  request,  subject to the Company approving and executing
     an agreement with a leasing company, the Company shall provide the Employee
     with a car with a listed  purchase price of  approximately  NIS210,000,  of
     make and model pursuant to Company's discretion (the "CAR"), as part of the
     Company's car leasing arrangement.

     17.1.1.  The Car  shall  be  used by the  Employee  solely  for  Employee's
          business and  reasonable  personal use and for the  reasonable  use of
          members of Employee's  immediate  family;  provided that the Company's
          procedures in respect thereof, as shall be updated by the Company from
          time to time, are strictly followed.  Employee shall take good care of
          the Car and ensure that the  provisions  of the  insurance  policy and
          Company's  rules relating to Car are strictly,  lawfully and carefully
          observed.  Employee is aware that in order to provide him with the Car
          the Company shall lease the Car from a leasing  company,  and Employee
          undertakes  to  strictly  comply  with the  provisions  of the leasing
          agreement.

     17.1.2.  The  Employee  shall  bear  and  pay for  the  following:  (i) all
          penalties  and expenses  relating to any violation of law committed in
          connection  with the use of the Car;  (ii) all amounts  exceeding  the
          agreed  fuel  usage  (as  determined  by  the  leasing  company  or in
          accordance  with Company  policy,  as  applicable);  (iii) all amounts
          which the Company is charged by the leasing company in connection with
          the use of the Car (other than the  monthly  leasing  cost  charged to
          Company),  and including without  limitation,  any deductible  amounts
          ("HISHTATFUT ATZMIT") charged.

     17.1.3. Employee hereby  irrevocably  authorizes the Company to set off and
          deduct  all  amounts  that may be owed to Company  under this  Section
          against any and all amounts due to Employee  from  Company  under this
          Agreement.

     17.1.4. The Company  shall gross up the  attributed  income,  in accordance
          with income tax regulations applicable thereto.

                                       4
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     17.1.5. Employee shall return the Car (together with its keys and any other
          equipment  supplied and/or installed  therein by Company) to Company's
          principal  office  upon  termination  of  Employee's  employment  with
          Company.  Employee  shall  have no rights of lien with  respect to Car
          and/or any other equipment relating thereto as above mentioned.

                                     - or -

17.2.In lieu of a Company Car,  Employee shall be entitled to  reimbursement  of
     car expenses  incurred by Employee,  on a monthly basis,  in the use of his
     car for purposes of  performance  of his duties  hereunder,  including  for
     travel from his home to work and back (the "CAR  EXPENSES").  The amount of
     the Car Expenses shall be calculated on the basis of the kilometerage to be
     reported by Employee on a monthly basis, and approved by Company.

     17.2.1.  The  Employee  shall  not  be  entitled  to  reimbursement  of the
          following: (i) all penalties and expenses relating to any violation of
          law  committed in  connection  with the use of the car with respect to
          which Car Expenses are paid;

     17.2.2.  Employee  shall  bear any and all taxes  and/or  other  compulsory
          payments applicable with respect to the Car Expenses and Company shall
          deduct said taxes and/or compulsory payments at source.

     17.2.3. For the  removal  of  doubt,  it is hereby  clarified  that the Car
          Expenses  shall not  constitute  part of the  Salary for  purposes  of
          Section 911 and 12 above or otherwise.

17.3.The payment to the  Employee of the Car  Expenses or the  provision  to the
     Employee   of  the  Car   shall   include   reimbursement   of   Employee's
     transportation  expenses in the amount to be determined in accordance  with
     governmental  directives  published  from time to time and  binding  on the
     Company (TZAVEI HARCHAVA),  with respect to the employer's participation in
     an employee's transportation expenses from his home to work and back.

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

19. MISCELLANEOUS

19.1. The laws of the State of Israel shall apply to this Agreement and the sole
and  exclusive  place  of  jurisdiction  in  any  matter  arising  out  of or in
connection with this Agreement shall be the Tel-Aviv Regional Labor Court.

19.2.  The  provisions of this  Agreement  are in lieu of the  provisions of any
collective  bargaining  agreement,   and  therefore,  no  collective  bargaining
agreement  shall  apply with  respect to the  relationship  between  the parties
hereto (subject to the applicable provisions of law).

19.3. No failure,  delay of  forbearance of either party in exercising any power
or right hereunder shall in any way restrict or diminish such party's rights and
powers  under  this  Agreement,  or  operate  as  a  waiver  of  any  breach  or
nonperformance by either party of any terms of conditions hereof.

19.4.  In the  event it shall be  determined  under  any  applicable  law that a
certain provision set forth in this Agreement is invalid or unenforceable,  such
determination shall not affect the remaining provisions of this Agreement unless
the business purpose of this Agreement is substantially frustrated thereby.

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<PAGE>
19.5.  The preface and  schedules to this  Agreement  constitute an integral and
indivisible part hereof. This Agreement constitutes the entire understanding and
agreement between the parties hereto,  supersedes any and all prior discussions,
agreements and correspondence  with regard to the subject matter hereof, and may
not be amended,  modified or supplemented in any respect, except by a subsequent
writing executed by both parties hereto.

19.6.  The Employee  acknowledges  and confirms that all terms of the Employee's
employment  are personal and  confidential,  and undertakes to keep such term in
confidence and refrain from disclosing such terms to any third party.

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

Orgenesis Ltd.


                                             /s/ Jacob Ben Arie
-----------------------------------          -----------------------------------
By:                                          Jacob Ben Arie
   --------------------------------
Title:
      -----------------------------

                                       6
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                                   SCHEDULE A

1.  Name of Employee:                        Jacob Ben Arie

2.  ID No. of Employee:

3.  Address of Employee:                     70 Denya Street, Haifa

4.  Notice Period:                           30 (thirty days).

5.  Salary:                                  Gross  amount of NIS 40,000  (forty
                                             thousand).

6.  Vacation Days Per Year:                  25 (twenty five) days

7.  Maximum Accumulated Vacation Days:       25   (twenty   five)  days  may  be
                                             accumulated from the previous year,
                                             such  that  the   total   available
                                             vacation days at any time (previous
                                             year and current  year) shall be no
                                             more than 50 (fifty) days.

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

9.  Options:                                 As set forth in Schedule 1.

10. Phone and internet Expenses:             The  Company   shall   provide  the
                                             Employee with a cellular  phone and
                                             internet  connection  at  home  and
                                             bear all related expenses.


                                       7
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                                   SCHEDULE 1

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

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

2. Exercise Price:                          USD 0.69 per share of common stock.

3. Vesting:                                 The Options will vest quarterly over
                                            a  period  of  36  months  from  the
                                            Commencement Date.

4. Sale of Company                          In the  event  that the  Company  is
                                            sold, either by way of buyout of 90%
                                            or more of its shares or sale of all
                                            the  assets  of  the  Company   (the
                                            "Buyout")   at  a  time   when   the
                                            Exercise   Price   is  equal  to  or
                                            greater  than the  Buyout  price (so
                                            that the Employee  would not benefit
                                            from the Option exercise on Buyout),
                                            one fifth of the Employee's options,
                                            or  556,381  of the  Options  may be
                                            exercised  at a price of  $0.01  per
                                            share   immediately   prior  to  the
                                            Buyout.

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

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

                                       8
<PAGE>
                                   SCHEDULE B

Name of Employee:       Jacob Ben Arie

ID No. of Employee:

GENERAL

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

CONFIDENTIALITY; PROPRIETARY INFORMATION

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

3. Proprietary  Information shall not include  information that (i) was known to
Employee  prior to  Employee's  association  with the  Company,  as evidenced by
written records;  (ii) is or shall become part of the public knowledge except as
a result of the breach of the Agreement or this  Schedule by Employee;  or (iii)
is or becomes  available  to the  Employee  on a  non-confidential  basis from a
source other than the Company,  unless the Employee  knows or should  reasonably
know that such source is  prohibited  from  disclosing  the  information  to the
Employee by a contractual, fiduciary or other legal obligation to the Company.

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

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

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

DISCLOSURE AND ASSIGNMENT OF INVENTIONS

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

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

9. Employee hereby  irrevocably  transfers and assigns to the Company all right,
title and  interest in and to all rights in any Company  Invention,  and any and
all moral rights that he may have in or with respect to any Company Invention.

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

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

NON-COMPETITION

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

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<PAGE>
in, be employed by, or have any connection  with any business or venture that is
engaged in any activities competing with the activities of the Company.

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

REASONABLENESS OF PROTECTIVE COVENANTS

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

REMEDIES FOR BREACH

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

INTENT OF PARTIES

16.  Employee  recognizes  and agrees:  (i) that this  Schedule is necessary and
essential  to protect the  business of Company and to realize and derive all the
benefits,  rights and expectations of conducting  Company's business;  (ii) that
the area and duration of the protective  covenants  contained  herein are in all
things reasonable;  and (iii) that good and valuable  consideration exists under
the Agreement,  for  Employee's  agreement to be bound by the provisions of this
Schedule.

17.  Employee's  undertakings  set forth in this Schedule B shall remain in full
force and effect after termination of the Agreement or any renewal thereof,  for
any reason whatsoever, provided, however, that the provisions of Sections 12 and
13 shall in full force and effect only in the period of time detailed therein.

Orgenesis Ltd.


-------------------------------                   /s/ Jacob Ben Arie
By:                                               ------------------------------
   ----------------------------                   Jacob Ben Arie
Title:
      -------------------------

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<PAGE>
                                   SCHEDULE C

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


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