Brainstorm Cell Therapeutics Inc.
                     1350 Avenue of the Americas, 29th Floor
                            New York, New York 10019


                                                                  March __, 2005

[NAME]

[ADDRESS]


Ladies and Gentlemen:

      This letter intends to memorialize and set forth the understandings
reached between you and Brainstorm Cell Therapeutics Inc. (the "Company")
regarding certain restrictions that shall be imposed on you with respect to the
____________ shares of the Company's Common Stock represented by Certificate
No._________ (the "Founder Shares").

      The undersigned hereby agrees and warrants that he/she will not, without
the prior written consent of the Company's Board of Directors, offer, sell,
contract to sell, pledge or otherwise dispose of, (or enter into any transaction
which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate of
the undersigned), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Securities and Exchange
Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder
with respect to (collectively shall be referred to as "transfer"), the Founder
Shares, for the period of time as follows:

      (i)   eighty-five percent (85%) of the Founder Shares shall be restricted
            as aforesaid for the twenty-four (24) month period following July 8,
            2004 (the "Effective Date"), and

      (ii)  fifteen percent (15%) of the Founder Shares shall be restricted as
            aforesaid for the twelve (12) month-period from the Effective Date.



      Notwithstanding the foregoing, the undersigned may transfer any of the
Founder Shares (1) in the case of an individual, during his or her lifetime or
on death, by will or intestacy to his or her immediate family, (2) in the case
of an individual, during his or her lifetime or on death, to a trust or other
entity formed for tax or estate planning purposes for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, (3) as a
bona fide gift to any charitable or education not-for-profit institution that
qualifies under Internal Revenue Code Section 501(c)(3) or similar foreign
statute, or (4) if the undersigned is a partnership, limited liability company
or other corporate entity, to its partners, members or shareholders, on a
pro-rata basis to their interests in such partnership, limited liability company
or other corporate entity as part of a distribution of capital; provided,
however, that (1) such transfer shall not involve a disposition for value, and
(2) prior to any such transfer each transferee shall execute an agreement,
reasonably satisfactory to the Company, pursuant to which each transferee shall
agree to receive and hold such Founder Shares, or securities convertible into or
exchangeable or exercisable for the Founder Shares, subject to the provisions
hereof, and there shall be no further transfer except in accordance with the
provisions hereof. For the purposes of this paragraph, "immediate family" shall
mean spouse, lineal descendant, father, mother, brother or sister of the
transferor. This agreement set forth herein shall be governed by and construed
in accordance with the laws of the State of New York without regard to its
conflict of laws provisions.

      The undersigned hereby acknowledges and agrees that the Company will
communicate the transfer restrictions set forth in this letter to its transfer
agent to preclude any transfer of the Founder Shares during the restricted
periods set forth above and, if requested by the Company, the undersigned will
promptly surrender the certificate representing the Founder Shares to the
Company so that it may be reissued with a restrictive legend referring to this
letter agreement.

                                Yours very truly,


                                (For individuals)


                                ---------------------------
                                Signature


                                ---------------------------
                                Name


                               (For corporations)


                                Corporate Name:


                                ---------------------------



                                By:
                                    -----------------------
                                    Name:
                                    Title:



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