Amendment

    Made
this 31st day of July, 2009

    to the
Subscription Agreement dated as of July 2nd, 2007
(the "Subscription Agreement") by and between
ACCBT Corp., a corporation duly incorporated under the laws of the British
Virgin Islands ("ACCBT"),
and Brainstorm Cell Therapeutics Inc., a corporation duly incorporated under the
laws of the State of Delaware, USA ("Company").

     

    Capitalized
terms used in this Amendment shall have the meanings assigned to them in the
Subscription Agreement.

    


    WHEREAS, pursuant to the
Subscription Agreement ACCBT was to invest up to $5 million in the aggregate
in accordance with the provisions of
the Subscription Agreement and to be issued in consideration thereof up to
27,500,000 Common Shares of the Company and receive Warrants to purchase up to
an additional 30,250,0000 Common Shares of the Company in accordance with terms
of the Warrants, and

     

    WHEREAS, through the date
hereof ACCBT has invested in the Company an aggregate amount of $4,052,652 in
consideration for 22,289,586 Common Shares of the Company at a price per share
of $0.1818 (the "Price Per
Share") of which l9,250,000 Common Shares have been issued to ACCBT or on
its behalf and an additional 3,039,586 are due to be issued, and received
Warrants to purchase an additional 10,083,333 Common Shares in consideration for
$0.20 per share, 10,083,333 Common Shares in consideration for $ 0.29 per share
and 1,008,334 Common shares in consideration for $0.36 per share (the "Last Warrants"),
and

     

    WHEREAS, the parties agree
that there has been a Material Adverse Effect on the Company and accordingly
ACCBT is no longer required to invest any further amounts in the Company in
accordance with the Subscription Agreement, and

     

    WHEREAS, the Parties agree to
amend the Subscription Agreement and the Warrants as set forth herein,
and

     

    WHEREAS, in connection with
such amendments ACCBT agrees to invest the remaining amounts up to the Maximum
Subscription Price as set forth herein.

     

    NOW, THEREFORE, the parties
hereto agree as follows:

     

    
      	
              1
      

            	
              Price Per
      Subscription Share. The Price Per Share of the Subscription Shares
      is hereby decreased from $0.1818 to $0.12. Accordingly, promptly following
      the signature hereof the Company shall adjust the number of Common Shares
      issuable pursuant to the Subscription Agreement retroactively and issue to
      ACCBT 9,916,667 Common Shares for no additional consideration from ACCBT.
      Whenever the Company proposes to file a registration statement (other than
      a registration statement on Form S-8 and Form S-4 and a registration
      statement covering shares to be sold solely for the account of other
      holders) at any time and from time to time, it will, prior to such filing,
      give written notice to ACCBT of its intention to do so; provided, that no
      such notice need be given if no registrable shares are to be included
      therein as a result of a determination of the managing underwriter. Upon
      the written request of ACCBT given within 10 days after the Company
      provides such notice
      (which request shall state the intended method of disposition of such
      registrable shares), the Company shall use its best efforts to cause up to
      41,666,666 Common Shares which the Company has been requested by such
      stockholder to register
      to be registered under the Securities Act of 1933, as amended, to
      the extent necessary to permit their sale or other disposition in
      accordance with the intended methods of distribution specified in the
      request of such stockholder; provided that the Company shall have the
      right to postpone or withdraw any registration effected without obligation
      to ACCBT.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2
      

            	
              Investments by ACCBT.
      ACCBT shall invest the remaining amount up to the Maximum
      Subscription Price (i.e. $947,347) at a Price Per Share of $0.12, in
      monthly installments of not less than $50,000 (and the last payment up to
      the Maximum Subscription Price) at Closings to be held monthly starting on
      August 1, 2009. At the Closing upon which ACCBT shall have invested
      $4,250,000 in the aggregate, ACCBT shall be issued Warrants to purchase an
      additional 4,537,500 Common Shares in consideration for $0.29 per share
      and upon completion of the investments by ACCBT hereunder up to the
      Maximum Subscription Price, ACCBT shall be issued with Warrants to
      purchase an additional 4,537,500 Common Shares in consideration for $0.29
      per share. At the request of ACCBT, the Company shall issue Warrants to
      ACCBT proportionally with respect to amounts that have been invested by
      ACCBT. The Company hereby instructs ACCBT to pay $50,000 to Ben Tzvi
      Travel on behalf of the Company. ACCBT shall be entitled to accelerate the
      Closings and/or to invest more than $50,000 at each Closing in its sole
      discretion and in the event that elects to do so, the number of Warrants
      to be issued at such Closing shall be adjusted
  accordingly.

            


    

     

    
      	
              3
      

            	
              ACCBT's Right to Cease Payments.
      Notwithstanding the foregoing, with respect to any payment, ACCBT
      shall have the right, to not make the next scheduled or any further
      payments on account of the Maximum Subscription Price (and, accordingly,
      the Company will not be required to issue any further Subscription Shares
      and Warrants), without incurring any liability in the event that following
      the date hereof the price per share of the Company as of the closing on
      any 5 consecutive trading days shall decrease to $0.05 (five cents). Upon
      such event, the Agreement (as amended hereunder) as it pertains to the
      transactions contemplated in connection with a subsequent Closing (and, at
      the election of ACCBT, also in connection with other or all subsequent
      Closings) shall terminate, whereupon the Company shall have no claim
      against or recourse to ACCBT and may not alter or cancel any of ACCBT's
      rights or obtain any compensation from
ACCBT.

            


    

     

    
      	
              4
      

            	
              Amendment of Warrants.
      The terms of the Warrants shall be amended such that the exercise
      period of all of the Warrants shall be extended through November 5, 2013,
      and in addition the exercise price of the shares under the Last Warrants
      and the additional Warrants to be issued in connection with the
      investments by ACCBT hereunder, shall be $0.29 (instead of $0.36), and
      accordingly the Warrants to be issued under the Subscription Agreement and
      this Amendment shall be as follows: Warrants representing 10,083,333
      Common Shares issuable upon exercise, the Exercise Price (as defined in
      the Warrant) shall be - $0.20 (twenty cents) per share; for such Warrants
      representing
      the next 20,166,667 Common Shares issuable upon exercise, the Exercise
      Price (as defined in the Warrant) shall be - $0.29 (twenty nine cents) per
      share.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5
      

            	
              Limited Amendment. Except as set forth herein, this Amendment
      shall not constitute a modification, acceptance or waiver of any other
      provision of the Subscription Agreement, or any right, power or remedy of
      any party under the Subscription Agreement. Except as amended hereby, all
      terms of the Agreement remain in full force and
    effect.

            


    

     

    
      	
              6

            	
              The
      provisions of Section 10 (Miscellaneous) of the Subscription Agreement
      shall apply to this Amendment as if set forth
  herein.

            


    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed as of the day and year first above
written.

     

    
      	 
      	
              ACCBT
      Corp.

            	 
      	
              Brainstorm
      Cell Therapeutic Inc.

            
	
              By:

            	
              /s/
      Chaim Lebovits

            	
              By:

            	
              /s/
      Rami Efrati

            
	
              Title:

            	
              CEO

            	
              Title:

            	
              CEO